Exhibit 10.15


 




 





 


LAZY
DAYS’ R.V. CENTER, INC.


 


 


$85,000,000
FLOOR PLAN CREDIT FACILITY


 


 










 


SECOND
AMENDED AND RESTATED

FLOOR PLAN CREDIT AGREEMENT


 


 


ORIGINALLY
DATED AS OF JULY 15, 1999,

AMENDED AND RESTATED AS OF JULY 31, 2002

AMENDED AND RESTATED AS OF MAY 14, 2004


 




 





 








 


TABLE OF
CONTENTS


 


	
  SECTION 1.

  	
  THE FLOOR PLAN CREDIT; COLLATERAL

  	
   

  
	
  Section 1.1. Floor Plan Credit

  	
   

  
	
  Section 1.2. Manner and Disbursement
  of Loans

  	
   

  
	
  Section 1.3. Collateral

  	
   

  
	
   

  	
   

  
	
  SECTION 2.

  	
  INTEREST AND CHANGE IN CIRCUMSTANCES

  	
   

  
	
  Section 2.1. Interest Rate

  	
   

  
	
  Section 2.2. Default Rate

  	
   

  
	
  Section 2.3. Due Dates

  	
   

  
	
  Section 2.4. Computation of Interest

  	
   

  
	
  Section 2.5. Interest on Borrowings to
  Fund Unfunded Approvals

  	
   

  
	
  Section 2.6. Change in Capital
  Adequacy Requirements

  	
   

  
	
   

  	
   

  
	
  SECTION 3.

  	
  FEES

  	
   

  
	
  Section 3.1. Fees

  	
   

  
	
  Section 3.2. Unused Line Fee

  	
   

  
	
  Section 3.3 Continuation Fee

  	
   

  
	
  SECTION 3.4 AGENT FEE

  	
   

  
	
  SECTION 3.5 COVENANT VIOLATION FEES

  	
   

  
	
   

  	
   

  
	
  SECTION 4.

  	
  CONDITIONS TO LOANS

  	
   

  
	
  Section 4.1. Intentionally Omitted

  	
   

  
	
  Section 4.2. Conditions to Subsequent
  Borrowing of Loans

  	
   

  
	
  Section 4.3. Conditions to
  Continuation of Loans

  	
   

  
	
  Section 4.3.1. Representations and
  Warranties

  	
   

  
	
  Section 4.3.2. Performance; No Default

  	
   

  
	
  Section 4.3.3. Compliance Certificates

  	
   

  
	
  Section 4.3.4. Opinions of Counsel

  	
   

  
	
  Section 4.3.5. Loans Permitted By
  Applicable Law, Etc.

  	
   

  
	
  Section 4.3.6. Related Transactions

  	
   

  
	
  Section 4.3.7. Financing Documents

  	
   

  
	
  Section 4.3.8. Payment of Expenses

  	
   

  
	
  Section 4.3.9. Lien Searches

  	
   

  
	
  Section 4.3.10. Changes in Corporate
  Structure

  	
   

  
	
  Section 4.3.11. Financial Statements,
  Etc.

  	
   

  
	
  Section 4.3.12. Closing Fees

  	
   

  
	
  Section 4.3.13. Intentionally Omitted

  	
   

  
	
  Section 4.3.14. Capitalization and
  Corporate Structure

  	
   

  
	
  Section 4.3.15. Material Adverse
  Change

  	
   

  
	
  Section 4.3.16. Proceedings and
  Documents

  	
   

  
	
  Section 4.3.17. ESOP Conditions

  	
   

  
	
  Section 4.3.18. Consents

  	
   

  
	
  SECTION 4.3.19. INSURANCE BROKER’S
  OPINION

  	
   

  



 
















 


	
  SECTION 4.3.20.  LANDLORD
  WAIVER

  	
   

  
	
  SECTION 4.3.21.  DEBT
  DOCUMENTS

  	
   

  
	
  SECTION 4.3.22.  STOCK PURCHASE DOCUMENTS

  	
   

  
	
  SECTION 4.3.23  UCC CONTINUATION STATEMENTS

  	
   

  
	
   

  	
   

  
	
  SECTION 5.

  	
  REPRESENTATIONS AND WARRANTIES OF THE
  COMPANY

  	
   

  
	
  Section 5.1. Organization; Power and
  Authority

  	
   

  
	
  Section 5.2. Authorization. Etc.

  	
   

  
	
  Section 5.3. Disclosure

  	
   

  
	
  Section 5.4. Affiliates

  	
   

  
	
  Section 5.5. Financial Statements

  	
   

  
	
  Section 5.6. Compliance with Laws,
  Other Instruments, Etc.

  	
   

  
	
  Section 5.7. Governmental
  Authorizations, Etc.

  	
   

  
	
  Section 5.8. Litigation; Observance of
  Agreements, Statutes and Orders

  	
   

  
	
  Section 5.9.
  Taxes

  	
   

  
	
  Section 5.10. Title to Property;
  Leases

  	
   

  
	
  Section 5.11. Licenses, Permits, Etc.

  	
   

  
	
  Section 5.12. Compliance with ERISA

  	
   

  
	
  Section 5.13. Private Offering by the
  Company

  	
   

  
	
  Section 5.14. Use of Proceeds; Margin
  Regulations

  	
   

  
	
  Section 5.15. Existing Debt; Future
  Liens

  	
   

  
	
  Section 5.16. Foreign Assets Control
  Regulations, Etc.

  	
   

  
	
  Section 5.17. Status under Certain
  Statutes

  	
   

  
	
  Section 5.18. Environmental Matters

  	
   

  
	
  Section 5.19. Collateral

  	
   

  
	
  Section 5.20. Insurance

  	
   

  
	
  Section 5.21. Patents, Trademarks, and
  Copyrights

  	
   

  
	
  Section 5.22. Solvency

  	
   

  
	
  Section 5.23. Material Contracts

  	
   

  
	
  Section 5.24. LDRV ESOP

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  REPRESENTATION AND ACKNOWLEDGMENTS OF EACH
  LENDER

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  INFORMATION AS TO COMPANY

  	
   

  
	
  Section 7.1. Financial and Business
  Information

  	
   

  
	
  Section 7.2. Officer’s Certificate

  	
   

  
	
  Section 7.3. Inspection

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  PREPAYMENT OF NOTES; TERMINATION, ETC.

  	
   

  
	
  Section 8.1. Voluntary Prepayments

  	
   

  
	
  Section 8.2. Mandatory Payments

  	
   

  
	
  Section 8.3. Terminations

  	
   

  
	
  Section 8.4. Intentionally Omitted

  	
   

  
	
  Section 8.5. Place and Application of
  Payments

  	
   

  
	
  Section 8.6. Weekly Settlement

  	
   

  
	
  Section 8.7. Notations

  	
   

  



 


ii
















 


	
  Section 8.8. Redemption of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  AFFIRMATIVE COVENANTS

  	
   

  
	
  Section 9.1. Compliance with Law

  	
   

  
	
  Section 9.2. Insurance

  	
   

  
	
  Section 9.3. Maintenance of
  Properties, Environmental Matters, Etc.

  	
   

  
	
  Section 9.4. Payment of Taxes and
  Claims

  	
   

  
	
  Section 9.5. Corporate Existence, Etc.

  	
   

  
	
  Section 9.6. Inventory Location

  	
   

  
	
  Section 9.7.
  Taxes

  	
   

  
	
  Section 9.8. Landlord Consents;
  Mortgagee Acknowledgements

  	
   

  
	
  Section 9.9. Intentionally Omitted

  	
   

  
	
  Section 9.10. Use of Proceeds

  	
   

  
	
  Section 9.11. Consignment Units

  	
   

  
	
  Section 9.12. LDRV ESOP

  	
   

  
	
  SECTION 9.13. [INTENTIONALLY OMITTED]

  	
   

  
	
  Section 9.14. Repurchase Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  NEGATIVE COVENANTS

  	
   

  
	
  SECTION 10.1. NAME CHANGE

  	
   

  
	
  Section 10.2. Debt Service Coverage
  Ratio

  	
   

  
	
  SECTION 10.3. NEW NOTES

  	
   

  
	
  Section 10.4. Current Ratio

  	
   

  
	
  Section 10.5. Limitation on Capital Expenditures

  	
   

  
	
  Section 10.6. Compensation; Management
  Fees

  	
   

  
	
  Section 10.7. Accounts Payable

  	
   

  
	
  Section 10.8. Limitations on Debt

  	
   

  
	
  Section 10.9. Limitation on Liens

  	
   

  
	
  Section 10.10. Distributions

  	
   

  
	
  Section 10.11. Restricted Investment

  	
   

  
	
  Section 10.12. Merger, Consolidation,
  Etc.

  	
   

  
	
  Section 10.13. Sale of Assets

  	
   

  
	
  Section 10.14. Issuance of Common Stock

  	
   

  
	
  Section 10.15. Sale-and-Leasebacks

  	
   

  
	
  Section 10.16. Prohibition of Change
  in Fiscal Year

  	
   

  
	
  Section 10.17. Sale or Discount of
  Receivables

  	
   

  
	
  Section 10.18. Subsidiaries

  	
   

  
	
  Section 10.19. Partnerships, Joint
  Ventures and LLCs

  	
   

  
	
  Section 10.20. Margin Securities

  	
   

  
	
  Section 10.21. Payments of Debt

  	
   

  
	
  Section 10.22. No Amendment of
  Articles of Incorporation or By-Laws

  	
   

  
	
  Section 10.23. Guaranties

  	
   

  
	
  Section 10.24. Amendments to Other
  Documents

  	
   

  
	
  Section 10.25. Transactions with
  Affiliates

  	
   

  
	
  Section 10.26. Line of Business

  	
   

  
	
  Section 10.27. Termination of Pension
  Plans

  	
   

  



 


iii
















 


	
  Section 10.28.  Lease Rentals

  	
   

  
	
  SECTION 10.29.  INTENTIONALLY OMITTED

  	
   

  
	
  Section 10.30. Excess Collateral

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  REMEDIES ON DEFAULT, ETC.

  	
   

  
	
  Section 12.1. Bankruptcy Defaults

  	
   

  
	
  Section 12.2. Non-Bankruptcy Default

  	
   

  
	
  Section 12.3. No Waivers or Election
  of Remedies, Expenses, Etc.

  	
   

  
	
  Section 12.4. Interest Upon
  Acceleration

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  [INTENTIONALLY OMITTED]

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  ACKNOWLEDGMENT AND CONSENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  EXPENSES, INDEMNITY, ETC.

  	
   

  
	
  Section 15.1. Transaction Expenses

  	
   

  
	
  Section 15.2. General Indemnity

  	
   

  
	
  Section 15.3. Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  AMENDMENT AND WAIVER

  	
   

  
	
  Section 17.1. Requirements

  	
   

  
	
  Section 17.2. Solicitation of Lenders

  	
   

  
	
  Section 17.3. Binding Effect, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 18.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 19.

  	
  THE AGENT

  	
   

  
	
  Section 19.1. Appointment and
  Authorization

  	
   

  
	
  Section 19.2. Rights as a Lender

  	
   

  
	
  Section 19.3. Standard of Care

  	
   

  
	
  Section 19.4. Costs and Expenses

  	
   

  
	
  Section 19.5. Indemnity

  	
   

  
	
  Section 19.6 Consultation with Experts

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 20.

  	
  PARTICIPATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 21.

  	
  MISCELLANEOUS

  	
   

  
	
  Section 21.1. Successors and Assigns

  	
   

  
	
  Section 21.2. Actions and Proceedings

  	
   

  
	
  Section 21.3. Severability

  	
   

  
	
  Section 21.4. Construction

  	
   

  



 


iv
















 


	
  Section 21.5. Counterparts

  	
   

  
	
  Section 21.6. Payments Due on
  Non-Business Days

  	
   

  
	
  Section 21.7. Governing Law

  	
   

  
	
  Section 21.8. Agreement of Lenders

  	
   

  
	
  Section 21.9. Waiver of Trial by Jury

  	
   

  
	
  Section 21.10. Reproduction of
  Documents

  	
   

  
	
   

  	
   

  
	
  LAZY DAYS’ R.V. CENTER, INC. – SIGNATURE
  PAGE

  	
   

  
	
  BANC OF AMERICA SPECIALTY FINANCE, INC. –
  SIGNATURE PAGE

  	
   

  
	
  KEYBANK NATIONAL ASSOCIATION – SIGNATURE
  PAGE

  	
   

  
	
  SCHEDULE A  LENDERS – COMMITMENTS AND NOTICE AND
  PAYMENT INSTRUCTIONS

  	
   

  
	
  SCHEDULE B  DEFINED TERMS

  	
   

  
	
  EXHIBIT 1.1B

  	
  FORM OF RENEWAL AND AMENDED AND RESTATED
  FLOOR PLAN CREDIT NOTE

  	
   

  
	
  EXHIBIT 4.3.4(A)

  	
  FORM OF OPINION OF HOLLAND & KNIGHT,
  LLP

  	
   

  
	
  EXHIBIT 4.3.4(A)

  	
  FORM OF OPINION OF HOLLAND & KNIGHT,
  LLP

  	
   

  
	
  EXHIBIT 4.3.4(B)

  	
  FORM OF OPINION OF
  COUNSEL TO THE LDRV ESOP TRUSTEE

  	
   

  
	
  EXHIBIT 4.3.4(C)

  	
  FORM OF OPINION OF
  COUNSEL TO THE LDRV ESOP PLAN ADMINISTRATOR

  	
   

  



 


v
















 


LAZY
DAYS’ R.V. CENTER, INC.

6130 LAZY DAYS BOULEVARD

SEFFNER, FLORIDA 33584


 


$85,000,000
Floor Plan Credit Facility


 


This SECOND
AMENDED AND RESTATED FLOOR PLAN CREDIT AGREEMENT, originally dated as of
July 15, 1999, amended and restated as of July 31, 2002, and amended
and restated as of May 14, 2004 (this “Agreement”),  by and among LAZY DAYS’ R.V. CENTER, INC., a Florida
corporation (the “Company”), BANK OF AMERICA, N.A.
(successor by merger to Banc of America Specialty Finance, Inc.), as
Administrative Agent and as Collateral Agent, and BANK OF AMERICA, N.A.
(successor by merger to Banc of America Specialty Finance, Inc.) and KEYBANK
NATIONAL ASSOCIATION (A NATIONAL BANKING ASSOCIATION), as Lenders. References
herein to the “Agent” shall be deemed to refer
to the Administrative Agent, unless the context requires otherwise. Certain
capitalized terms used in this Agreement are defined in Schedule B;
references to a “Schedule”  or
an “Exhibit”  are,
unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.


 


SECTION 1.                                THE
FLOOR PLAN CREDIT; COLLATERAL.


 


Section 1.1. Floor Plan Credit. (a) Subject to the
terms and conditions hereof, each Lender severally agrees to extend a revolving
line of credit (the “Floor Plan Credit”)  to the Company which may be availed of by the Company from
time to time during the period from and including the date hereof to but not
including the Termination Date, at which time the commitments of the Lenders to
extend credit under the Floor Plan Credit shall expire. The maximum amount of
the Floor Plan Credit which each Lender agrees to extend to the Company shall
be as set forth opposite such Lender’s name on Schedule A hereto under the
heading “Commitment”, as such amount may be
reduced pursuant hereto (collectively for all Lenders, the “Commitments”).  The Floor Plan
Credit shall be utilized by the Company solely for the purchase of new or used
Floor Plan Units and for Reflooring Borrowings hereinafter referred to and
shall be in the form of loans (individually, a “Loan”  and collectively, the “Loans”); provided that (a) the aggregate principal amount of Loans
outstanding at any one time shall not exceed the Commitments (as the same may
be reduced pursuant to Section 8.3) minus the aggregate Unfunded Approved
Amounts then outstanding, and (b) the aggregate principal amount of Loans then
outstanding and representing Borrowings advanced against Eligible Used Floor
Plan Units referred to in clauses (ii) and (iii) below (including Reflooring
Borrowings made against Eligible Used Floor Plan Units) shall not at any time
exceed $26,000,000. Each Borrowing of Loans shall be advanced against
individual Floor Plan Units on a specific identification basis, with each
Borrowing against an:


 


(i)                                     Eligible
New Floor Plan Unit to be equal to 100% of the face amount manufacturer invoice
(including freight charges), as specified by the applicable manufacturer to the
Agent of such Eligible New Floor Plan Unit;


 
















 


(ii)                                  Eligible Used Floor Plan Unit that is of the then
current model year or the previous seven model years to be equal to the lesser of (x) the actual purchase price of such Floor Plan
Unit and (y) 85% of the low wholesale value (as determined by reference to the
most recently published National Automotive Dealers Association R.V. Industry
Appraisal Guide or, if such guide is no longer published, such comparable
report or source of information reasonably designated by the Agent) of such
Eligible Used Floor Plan Unit; and


 


(iii)                               Eligible Used Floor Plan Unit that is of the previous
eighth, ninth or tenth model year to be equal to the lesser of (x) the actual
purchase price of such Floor Plan Unit, and (y) 65% of the low wholesale value
(as determined by reference to the most recently published National Automotive
Dealers Association R.V. Industry Appraisal Guide or, if such guide is no
longer published, such comparable report or source of information reasonably
designated by the Agent) of such Eligible Used Floor Plan Unit.


 


(b)                                 If the Company repays in full a Borrowing that
financed an individual Eligible Used Floor Plan Unit before such Borrowing’s
scheduled maturity (based on mandatory curtailment payments due under
Section 8.2), the Company may reborrow a Loan against the relevant Floor
Plan Unit in accordance with the terms of this Agreement (any such reborrowing
hereinafter called a “Reflooring Borrowing”), provided that (a) the Company may only request a
Reflooring Borrowing on Tuesdays and Thursdays each month (with proceeds of
such Reflooring Borrowing to be made available to the Company on the following
Business Day), (b) at the time of such Reflooring Borrowing, (i) all conditions
to a Borrowing of Loans set forth in Section 4.2 shall have been
satisfied, (ii) such Reflooring Borrowing shall be made available to the
Company in the amount equal to the principal amount of the original Borrowing
advanced against the relevant Floor Plan Unit less principal curtailment
payments made or that would have been required to have been made under
Section 8.2 had the original Borrowing remained outstanding, and the
Company shall at all times thereafter remain obligated to make all remaining
curtailment payments on such Reflooring Borrowing on the dates curtailment
payments were required to be made with respect to the original Borrowing, and
(iii) the Company shall pay to the Agent a fee of $5  for
each Floor Plan Unit that is the subject of such Reflooring Borrowing (and the
Company shall pay those fees to the Agent in arrears within ten calendar days
after the end of each calendar quarter).


 


(c)                                  Each Borrowing of Loans shall be made ratably by
the Lenders in accordance with their Percentages of the Commitments. The
obligations of the Lenders hereunder to make Loans are several and not joint,
and no Lender shall under any circumstances be obligated to extend credit under
the Floor Plan Credit in excess of its Commitment. All Loans made by a Lender
shall be made against and evidenced by a single promissory note of the Company
in the form (with appropriate insertions) attached hereto as Exhibit 1.1B
(individually, a “Note”  and, collectively, the “Notes”),  payable to the order of such Lender in the principal amount
of its Commitment. Each Note shall be dated the date of issuance thereof, be
expressed to bear interest as set forth in Section 2,


 


2
















 


and be expressed to mature on the Termination
Date. Without regard to the principal amount of each Note stated on its face,
the actual principal amount at any time outstanding and owing by the Company on
account of such Note shall be the sum of all advances then or theretofore made
thereon less all payments of principal actually received. During the period
from and including the date hereof to but not including the Termination Date,
the Company may use the Commitments by borrowing, repaying and reborrowing
Loans in whole or in part, all in accordance with the terms and conditions of
this Agreement.


 


Section 1.2. Manner and Disbursement of Loans.


 


(a)                                  The Company shall give written or telephonic
notice to the Agent (which notice shall be irrevocable once given and, if given
by telephone, shall be promptly confirmed in writing) by no later than 11:00
a.m. (New York, New York time) on the Business Day prior to the date the
Company requests that any Borrowing of Loans be made to it under the
Commitments. The Agent shall administer all such requests in accordance with
the terms of Section 8.6 and shall promptly notify each Lender of the
Agent’s receipt of each such notice with respect to which the Agent is
requesting each Lender to fund its Percentage. Each such notice shall specify
the date of the Borrowing of Loans requested (which must be a Business Day),
the amount of such Borrowing, and the amount of such Borrowing to be loaned by
such Lender; provided that the date of each
Borrowing must be a Business Day. An Approved Vendor may contact the Agent
directly for approval to fund the Company’s obligation under a purchase order
submitted by the Company to the Agent under its direct floor plan funding
program, and the Agent is hereby authorized to arrange on the Company’s behalf
for a Borrowing of Loans from the Lenders to pay the relevant invoice in full,
which Borrowing will be made as directed by such Approved Vendor upon the
Company’s written confirmation to the Agent of receipt and satisfactory
inspection of the relevant Eligible New Floor Plan Units. The Company agrees
that the Agent may rely upon any written or telephonic notice given by any
person the Agent in good faith believes is an Authorized Representative or an
Approved Vendor without the necessity of independent investigation and, in the
event any telephonic notice conflicts with the written confirmation, such telephonic
notice shall govern if the Agent and the Lenders have acted in reliance
thereon. Subject to the provisions of Section 4, the proceeds of each
Borrowing of Loans shall be made available as follows: (i) if such Borrowing is
being applied to the purchase price for Eligible New Floor Plan Units, such
proceeds shall be advanced directly by the Agent to the manufacturer or vendor
of such inventory; and (ii) if such Borrowing is being applied to the purchase
of Eligible Used Floor Plan Units or such Borrowing represents a Reflooring
Borrowing, such proceeds shall be made available to the Company by wire
transfer or ACH deposit to the Operating Account (or such other location as the
Company and the Agent may mutually agree), upon receipt by the Agent from each
Lender of its Percentage of such Borrowing (if applicable to such Borrowing).


 


(b)                                 In accordance with Section 1.2(a) above and
with the terms and conditions of this Agreement, including, without limitation,
Section 4 and Section 8.6, the Agent may, in its sole discretion
without conferring with the Lenders but on their


 


3
















 


behalf, make Loans to the Company in amounts
requested by the Company. Any such Loan so funded by the Agent shall be deemed
a Loan made by the Agent under its Commitment. Each Lender’s obligation to fund
its portion of any such Loan made by the Agent will commence on the date such
Loan is actually so made by the Agent. However, until the date on which the
Settlement of such Loan is required in accordance with Section 8.6 hereof,
such obligation of the Lender shall be satisfied by the Agent’s making of such
Loan. The Company acknowledges and agrees that the making of such Loans by the
Agent under this Section 1.2(b) shall, in each case, be subject in all
respects to the provisions of this Agreement as if each such Loan were made in
response to a notice requesting such Borrowing made in accordance with
Section 1.2(a), including, without limitation, the limitations set forth
in Section 1.1 and the requirements of Section 4.2. All actions taken
by the Agent pursuant to the provisions of this
Section 1.2(b) shall be conclusive and binding on the Company.
Notwithstanding anything herein to the contrary, prior to the Settlement with
any Lender of any Loan funded by the Agent under this Section 1.2(b),
interest payable on such Loan otherwise allocable to such Lender shall be for
the sole account of the Agent and payment of principal on such Loan otherwise
allocable to such Lender shall be for the sole account of the Agent.


 


(c)                                  If any amount due the
Agent from a Lender to fund such Lender’s Loan comprising part of any Borrowing
as required by Section 1.2(a), or to effect the Settlement of any Loan as
required by Section 8.6 hereof, is not in fact made available to the Agent
by such Lender when due and the Agent has made such amount available to the
Company, the Agent shall be entitled to receive such amount from such Lender
forthwith upon the Agent’s written demand, together with interest thereon in
respect of each day during the period commencing on the date the amount was
made available to the Company and ending on but excluding the date the Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate plus
..50%  for each day as determined by the
Agent (or in the case of a day which is not a Business Day, then for the
preceding day); if such amount is not received from such Lender by the Agent
immediately upon written demand, the Company will, on written demand, repay to
the Agent the proceeds of such Loan attributable to such Lender with interest
thereon at a rate per annum equal to the interest rate applicable to the
relevant Loan.


 


Section 1.3. Collateral.


 


(a)                                  The Notes and the Company’s other Obligations
hereunder and under the Financing Documents, will be secured by the Security
Documents.


 


(b)                                 The Company agrees to
make such arrangements as shall be necessary or appropriate to assure that all
proceeds of the Collateral are deposited (in the same form as received) in the
Operating Account. Any proceeds of Collateral received by the Company shall be
held by the Company in trust for the Agent and the Lenders in the same form in
which received, and shall be delivered immediately to the Collateral Agent, in
the same form as received by the Company (together with any necessary
endorsement thereto), for deposit into such account.


 


4
















 


(c)                                  As
further security for the Obligations, the Company shall, no later than the
Restatement Date, secure and maintain at all times thereafter during the term
of this Agreement and for a period of 91 days after the termination of all the
Commitments and payment in full of all amounts owed by the Company to the
Lenders and the Agents (the “Letter of Credit Termination
Date”), unless waived temporarily or permanently by the Required
Lenders in their sole discretion, an annual, renewable, irrevocable, direct
draw standby letter of credit in an amount of $2,500,000.  The Letter of Credit, payable to and for the
Collateral Agent for the benefit of the Lenders, shall meet each and every
requirement of Exhibit 1.3 (subject to changes to the form of letter of credit
or the payment provisions required by the bank or financial institution issuing
the Letter of Credit if those changes reflect general industry standards and
are not directly related to the Company or the Company’s obligations under this
Agreement and if those changes are reasonably acceptable to the Required
Lenders).  Failure to meet all the
requirements contained in this Section 1.3(c) shall be an Event of Default
under this Agreement.   The Collateral
Agent’s draw on the Letter of Credit, if any, shall be in addition to any other
remedies it may have under this Agreement, the Security Documents, at law or in
equity, or otherwise.  The cost of
obtaining and maintaining the Letter of Credit (including without limitation
legal fees incurred by the bank or financial institution issuing same) shall be
paid by the Company.


 


The Letter of Credit shall (a) be issued by a
bank or financial institution that has a credit rating issued by a nationally
recognized credit rating agency of at least “A” (or the equivalent thereof) on
its long-term debt, and (b) contain terms and conditions as are reasonably
acceptable to the Required Lenders.


 


The term of each Letter of Credit provided
under this Agreement shall be the shorter of one year or the period remaining
until 91 days after all the Commitments under this Agreement have been
terminated in full and payment in full of all amounts owed by the Company to
the Lenders and the Agents.  If a Letter
of Credit provided under this Agreement expires or is terminated (in accordance
with its terms) prior to the Letter of Credit Termination Date, the Company
shall (at least 30 days before the expiration or termination), provide to the
Collateral Agent a substitute Letter of Credit having a term that is at least
equal to one year or extends until the Letter of Credit Termination Date.  If an Event of Default occurs or if the
Company fails to deliver to the Collateral Agent a new replacement Letter of
Credit that satisfies the provisions of this Agreement at least 30 days before
the expiry of the then-current Letter of Credit and regardless of whether any
other Event of Default has occurred, the Collateral Agent, for the benefit of
the Lenders, without notice to or consent of the Company, may immediately draw
the entire amount of the Letter of Credit. 
If the Collateral Agent draws on the Letter of Credit pursuant to the
immediately preceding sentence, the Collateral Agent shall deposit those funds
in the Collateral Account (as defined in the Collateral Agency Agreement) and
may apply those funds in the manner provided in the Collateral Agency Agreement
by drawing without advance notice to or consent of the Company of its intent to
draw on the account.


 


5
















 


Notwithstanding the foregoing, at any time,
upon 45 days’ advance notice to the Agent and the Lenders, the Company may
deposit in a separately pledged and dedicated account with Bank of America,
N.A. $2,500,000 in cash to serve as additional collateral for the Obligations
in lieu of the Letter of Credit.  In
connection with that deposit, the Company must deliver to the Agent a deposit
account control agreement in form and substance acceptable to the Agent and the
Lenders (in their sole discretion), that provides, among other things, that the
Company may not at any time draw on the account.  If the Agent receives the foregoing deposit
and a deposit account control agreement, the Company’s failure to provide and
maintain the Letter of Credit will not constitute an Event of Default under
this Agreement for as long as the account is maintained.  The Company shall pay all fees, costs, and
expenses incurred by the Agent and the Lenders for establishing that account
and for preparing and implementing the deposit account control agreement.


 


SECTION 2. INTEREST AND
CHANGE IN CIRCUMSTANCES.


 


Section 2.1. Interest Rate. Subject to all of the terms and conditions of
this Section 2, the Company hereby promises to pay interest on the
principal balance of the Loans from time to time outstanding hereunder at the
rate per annum equal to the Adjusted Prime Rate or Adjusted LIBOR Rate, as
designated by the Company in accordance with this Section 2.1.  On the Restatement Date and thereafter on
each anniversary of the Restatement Date (a “Change Date”),
the Company shall provide written notice to the Agent designating whether the
Company desires the Adjusted Prime Rate or the Adjusted LIBOR Rate to apply to
all Loans advanced or otherwise outstanding until the next Change Date.  The Agent shall promptly notify the Lenders
of the applicable interest rate after each Change Date.  The interest rate selected by the Company on
each Change Date (whether the Adjusted Prime Rate or the Adjusted LIBOR Rate)
shall apply to all Loans advanced or otherwise outstanding until the next
Change Date.  If the Company fails to
provide written notice to the Agent on a particular Change Date designating
whether the Company desires the Adjusted Prime Rate or the Adjusted LIBOR Rate
to apply to all Loans advanced or otherwise outstanding until the next Change
Date, the Company waives its right to change the rate and the rate then in
effect will continue until the next Change Date.


 


For purposes of
this Agreement, (a) “Adjusted LIBOR Rate”
means the total of the LIBOR Rate plus the margin specified in column (ii)
below based on the Net Debt to EBITDA Leverage Ratio on the applicable Change
Date, and (b) “Adjusted Prime Rate” means the
total of the Prime Rate plus the margin specified in column (iii) below based
on the Net Debt to EBITDA Leverage Ratio on the applicable Change Date. During
each period in which the Adjusted LIBOR Rate applies to the Loans, that rate
will be adjusted on the first day of each one (1) month period to reflect any
changes in the LIBOR Rate since the last monthly adjustment date, provided
however, if that day is not a Business Day, at the Agent’s option, the
adjustment will be effective on the next succeeding Business Day.  Likewise, during each period in which the
Adjusted Prime Rate applies to the Loans, that rate will be adjusted and take
effect on first day of the next billing cycle after the public announcement of
a change in the Prime Rate.


 


6
















 


	
  (i)

  If the Net Debt to

  EBITDA Leverage Ratio

  on the Change Date is:

  	
   

  	
  (ii)

  The Adjusted

  LIBOR Rate is

  LIBOR plus:

  	
   

  	
  (iii)

  The Adjusted

  Prime Rate is

  Prime Rate plus:

  	
   

  
	
  Greater than or equal to 5.00

  	
   

  	
  3.50

  	
  %

  	
  1.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal to 4.50, but less than 5.00

  	
   

  	
  3.25

  	
  %

  	
  1.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal to 3.50, but less than 4.50

  	
   

  	
  3.00

  	
  %

  	
  .75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than 3.50

  	
   

  	
  2.75

  	
  %

  	
  .50

  	
  %

  



 


Section 2.2. Default Rate. During the existence of any Event of Default or
after acceleration of the Loans pursuant to the terms of Section 12.1 or
12.2, the Company shall pay interest (after as well as before entry of judgment
thereon to the extent permitted by law) on the principal amount of all Loans
outstanding hereunder at a rate per annum equal to the Overdue Rate.  Any increase of the applicable interest rate
resulting from the operation of this Section 2.2 in connection with an
Event of Default shall terminate as of the close of business on the date on
which no Event of Default exists, unless payment of the Loans has been
accelerated (in which case the Overdue Rate will continue to apply).


 


Section 2.3. Due Dates. Interest on each Borrowing of Loans shall be
payable not later than five Business Days after the date of each invoice
therefor from the Agent to the Company and at maturity of the relevant
Borrowing of Loans. While any Event of Default exists or after acceleration of
the Loans, interest shall be paid on written demand of the Agent.


 


Section 2.4. Computation of Interest. All interest on the Notes shall be computed on
the basis of a year of 360 days for the actual number of days elapsed.


 


Section 2.5. Interest on Borrowings to
Fund
Unfunded Approvals.   For
purposes of computing interest on any Borrowing of Loans made at the request of
the Company to an Approved Vendor in payment of an invoice subject to an
Unfunded Approved Amount, interest on such Borrowing of Loans shall begin to
accrue upon delivery of the Floor Plan Unit to the Company and acceptance of
that Unit by the Company, as evidenced by the “Receipts Log”
sent to the Agent and the Lenders by the Company.


 


Section 2.6. Change in Capital
Adequacy
Requirements. If any Lender
shall determine that the adoption after the date hereof of any applicable law,
rule or regulation regarding capital adequacy, or any change after the date
hereof in any existing law, rule or regulation, or any change after the date
hereof in the interpretation or administration


 


7
















 


thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender (or any of its branches)
or any corporation controlling such Lender with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender’s or such corporation’s capital, as
the case may be, as a consequence of such Lender’s obligations hereunder or for
the credit which is the subject matter hereof to a level below that which such
Lender or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender’s or such corporation’s then
existing policies with respect to liquidity and capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, within fifteen
(15) days after written demand by such Lender, the Company shall pay to such
Lender such additional amount or amounts reasonably determined by such Lender
as will compensate such Lender for such reduction.  The Lender’s written demand must set forth in
reasonable detail the Lender’s calculation of the amount due and the
assumptions upon which the calculation is based (which statement shall be
deemed true and correct absent manifest error). 
In determining the amount due, a Lender may use any reasonable averaging
and attribution methods.


 


SECTION 3.  FEES.


 


Section 3.1. Fees. So long as any Obligations or any Commitment to
extend credit hereunder remains outstanding, the Company shall pay to the
Administrative Agent such fees (including, without limitation, closing fees,
administrative agent fees, collateral inspection fees and reflooring fees)
payable in accordance with this Agreement and the other Financing Documents and
such other fees as may from time to time be mutually agreed upon by the Company
and the Agent or any such Lender; provided however, if no further Commitment to
extend credit hereunder remains outstanding and the only Obligations
outstanding are unknown indemnification Obligations, the Company need not pay
any of the fees required by Sections 3.2, 3.3, or 3.4.


 


Section 3.2. Unused Line Fee. For the period from and including the date of the
Restatement Closing to but not including the Termination Date, the Company
shall pay to the Agent for the benefit of the Lenders an unused line fee (based
on the Company’s Net Debt to EBITDA Leverage Ratio) at the following per annum
rates, as applicable (computed on the basis of a year of 360 days, as the case
may be, for the actual number of days elapsed), on the average daily unused
portion of such Lender’s Commitment:


 


	
  If the Net Debt to

  EBITDA Leverage Ratio is:

  	
   

  	
  The
  applicable

  per annum rate will be:

  	
   

  
	
  Greater than or equal to 5.00

  	
   

  	
  .25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than or equal to 4.50, but less than 5.00

  	
   

  	
  .20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 4.50

  	
   

  	
  .15

  	
  %

  



 


8
















 


Such unused line fee shall be computed on and
payable quarterly in arrears on the last day of each calendar quarter
(commencing June 30, 2004), and on the Termination Date. The Agent shall
provide the Company with a statement showing the calculation of such fee in
reasonable detail at the time of the invoicing of such fee.


 


Section 3.3 Continuation Fee.  On the
Restatement Date, the Company shall pay to the Agent for the benefit of the
Lenders a fee equal to $100,000 as consideration for the continuation of the
Loans under the terms and conditions of this Second Amended and Restated Floor
Plan Credit Agreement.


 


Section 3.4 Agent Fee.  On the
Restatement Date, the Company shall pay to the Agent an administrative fee in
the amount of $19,657.78, and on each anniversary of the Restatement Date, the
Company shall pay to the Agent an administrative fee in the amount of $25,000.


 


Section 3.5 Covenant Violation Fees.  The
Company shall pay to the Agent, for the benefit of the Lenders, on written
demand, from time to time, a fee equal to $25,000 per calendar month or portion
thereof during which the Company is in violation of any of its covenants in
Section 10 of this Agreement.  In
addition, the Company shall pay to the Agent, for the benefit of the Lenders,
on written demand, a fee equal to 2% of the total outstanding Loans at the time
of the violation for the first instance (and shall pay the fee only with
respect to the first instance) in which the Company violates the Debt Service
Coverage Ratio specified in Section 10.2. 
Payment and acceptance of the foregoing fees in no way waives any
default or Event of Default triggered by any of the foregoing violations or
affects or waives Lenders’ or any of the Agents’ respective rights to exercise
all remedies under this Agreement and otherwise to which they are entitled.


 


SECTION 4.                                CONDITIONS TO LOANS.


 


Section 4.1. Intentionally Omitted.


 


Section 4.2. Conditions to Subsequent Borrowing of Loans. The obligation of each Lender to make each Loan
under its Commitment is subject to the fulfillment or waiver in writing by the
Lenders of the following conditions precedent:


 


(a)                                  the Agent shall have
received the notice of Borrowing of such Loan required by Section 1.2;


 


(b)                                 after giving effect to such Loan, the aggregate
principal amount of all Loans outstanding under this Agreement shall not exceed
the amount of the Commitments;


 


(c)                                  the representations and warranties of the Company
in the Financing Documents, except in each case for those that relate
specifically to an earlier date, shall in each case be correct in all Material
respects at the time such subsequent Loan is made;


 


9
















 


(d)                                 the Company shall have performed and complied in
all Material respects with all agreements and conditions contained in the
Financing Documents required to be performed or complied with by it prior to or
on the date of such subsequent Loan;


 


(e)                                  on the date of such Loan, such Lender’s Loan
shall (a) be permitted by the laws and regulations of each jurisdiction to
which such Lender is subject, (b) not violate any applicable law or regulation
(including, without limitation, Regulation T, U or X of the Board of Governors
of the Federal Reserve System) and (c) not subject such Lender to any tax,
penalty or liability under or pursuant to any applicable law or regulation of
any U.S. Governmental Authority, which law or regulation was not in effect on
the date hereof;


 


(f)                                    since the Restatement Date, there shall have been
no change in the financial condition, operations, business, properties or
prospects of the Company that individually or in the aggregate would reasonably
be expected to have a Material Adverse Effect, as determined in good faith by
the Required Lenders;


 


(g)                                 no Default or Event of Default shall have
occurred and be continuing; and


 


(h)                                 all corporate and other proceedings in connection
with the transactions contemplated by this Agreement in connection with such
Loans and all documents and instruments incident to such transactions shall be
satisfactory to the Lenders, and the Lenders’ special counsel shall have
received all such counterpart originals or certified or other copies of such
documents as it or they may reasonably request.


 


The Company’s
request for any Loan shall constitute its warranty as to the matters specified
in subsections (a) through (h), both inclusive, above.


 


Section 4.3. Conditions to Continuation of Loans. This Agreement and  the
obligation of each Lender to continue the Loans after the Restatement Date
shall commence being effective and in force only on the date on which each of
the following conditions precedent are fulfilled (or waived in writing by the
Lenders) in all respects to such Lender’s satisfaction before or on the
Restatement Date:


 


Section 4.3.1. Representations and Warranties. The representations and warranties of the Company
in the Financing Documents, except in each case for those that relate
specifically to an earlier date, shall be true and correct when made and on the
Restatement Date.


 


Section 4.3.2. Performance; No Default. (a)  The Company
shall have performed and complied with all agreements and conditions contained
in the Financing Documents required to be performed or complied with by it
prior to the Restatement Date, (b) the Original Credit Agreement, as amended
and restated by the First Amended and Restated Credit Agreement, and all
Financing Documents (as defined in that agreement) shall have been continuously
in full force and effect, and (c) after giving effect to this Agreement,


 


10
















 


no Default or Event of Default, violations,
or other default shall have occurred under this Agreement or the Financing
Documents as of the Restatement Date.


 


Section 4.3.3. Compliance Certificates.


 


(a)                                  Officer’s Certificate. The Company shall have delivered to such Lender
an Officer’s Certificate, dated as of the Restatement Date, certifying that the
conditions specified in Sections 4.2, 4.3.1, 4.3.2 and 4.3.10 have been
fulfilled or waived.


 


(b)                                 Secretary’s Certificate. The Company shall have delivered to such Lender a
certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
this Agreement, the Notes, and each other document or agreement specified in
Section 4.3.6 with copies of the Company’s Articles of Incorporation and
Bylaws attached and certified by the Company’s Secretary.


 


(c)                                  Chief Financial Officer’s
Certificate.  The Company shall have delivered to such
Lender a certificate from the Chief Financial Officer of the Company certifying
that, after giving effect to the incurrence of Debt under this Agreement and
upon closing of all the Related Transactions, the sum of the Company’s assets
is greater than the Company’s debts (at fair valuations).


 


Section 4.3.4. Opinions of Counsel. The Agent and the Lenders shall have received
opinions in form and substance satisfactory to them, dated as of the
Restatement Date, (a) from Johnson, Pope, Bokor, Ruppel & Burns, LLP, and
Kirkland & Ellis LLP, counsel for
the Company, LD Holdings, and RV Acquisition, covering the matters set forth in
Exhibit 4.3.4(a), and covering such other matters incident to the transactions
contemplated hereby as such Lender or Lenders’ special counsel may request (and
the Company hereby instructs its counsel to deliver such opinion to the
Lenders), (b) from Steiker, Fischer,
Edwards & Greenapple, P.C., counsel for Consulting Fiduciaries, Inc.,
covering such matters set forth on Exhibit 4.3.4(b) with respect to the LDRV
ESOP, (c) from GrayRobinson, P.A., counsel for the LDRV ESOP trustee, covering
the matters set forth in Exhibit 4.3.4(c) with respect to the LDRV ESOP and the
LDRV ESOT, and (d) from Kirkland & Ellis LLP, counsel for the Company, with
respect to the issuance of the New Notes and covering such other matters
incident to the transactions contemplated by this Agreement as such Lender or
Lenders’ special counsel may request.


 


Section 4.3.5. Loans Permitted By Applicable Law, Etc. On the Restatement Date, the Loans made or to be
made hereunder shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Lender is subject, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Lender to any tax, penalty or liability under or pursuant to any applicable law
or regulation of any U.S. Governmental Authority, which law or regulation was
not in effect on the date hereof. If requested by any Lender at least three (3)
Business Days prior to the Restatement Date, such Lender shall have received an
Officer’s Certificate certifying as


 


11
















 


to such matters of fact as it may reasonably
specify to enable such Lender to determine whether such Loan is so permitted.


 


Section 4.3.6. Related Transactions. On or prior to the Restatement Date:


 


(a)                                  the Company shall
have entered into the WF Credit Agreement;


 


(b)                                 the Company shall have
paid in full all obligations under the Senior Credit Agreement and received
from all of the lenders under the Senior Credit Agreement written evidence
satisfactory to the Lenders (in their sole discretion) that all of the
Company’s obligations under the Senior Credit Agreement have been paid in full,
that all lending commitments under the Senior Credit Agreement have been
terminated, and that all liens and security interests granted by the Company in
connection with the Senior Credit Agreement have been terminated;


 


(c)                                  WF shall have
executed and delivered to the Lenders the Intercreditor Agreement;


 


(d)                                 the Company shall have
executed and delivered to the Agent, for the benefit of each of the Lenders (i)
this Agreement, (ii) Notes in the form of Exhibit 1.1B renewing the amount of
the debt owed under each existing Note and representing and evidencing the
additional advances made by each Lender under this Agreement and, in the
aggregate, evidencing the total amount of the Commitments, and (iii) the
Security Agreement and the Collateral Agency Agreement;


 


(e)                                  the Company shall have issued the New Notes
pursuant to the Offering Memorandum dated May 11, 2004, received gross cash
proceeds of $150,000,000 from the issuance of the New Notes, and the Indenture
and distributed the proceeds of the New Notes in accordance with the Indenture;


 


(f)                                    RV Acquisition shall have purchased all of the
outstanding capital stock of the Company owned by the LDRV ESOT pursuant to the
Stock Purchase Agreement (the “ESOP Stock Purchase”)
and all of the other outstanding capital stock of the Company pursuant to the
Stock Purchase Agreement that has not been contributed to RV Acquisition in
accordance with the Stock Purchase Agreement;


 


(g)                                 the Shareholder  Agreement  shall
have been terminated in accordance with its terms;


 


(h)                                 the Stockholder
Agreement shall be in full force and effect;


 


(i)                                     LD Holdings and
the Company shall have terminated all outstanding warrants issued pursuant to
the Exchange Agreement or otherwise;


 


(j)                                     the LDRV ESOT shall have paid in full (to the
extent payment of the amounts owed has not been forgiven by the Company), or
otherwise disposed of, all


 


12
















 


amounts owed with respect to (i) the ESOP Loan, (ii) the ESOP Note, and (iii) the
ESOP Loan Agreement, in a manner consistent with the terms of the LDRV ESOP
plan document and trust agreement and the requirements of United States
Treasury Regulation Section 54.4975-7 and other applicable federal laws,
and the Lenders shall have received written evidence satisfactory to the
Lenders (in their sole discretion) that all of the
obligations under the ESOP Loan, ESOP Note, and ESOP Loan Agreement have been
paid in full or been forgiven by the Company;


 


(k)                                  the Company shall have
(i) terminated the Amended and Restated Lazy Days’ R.V. Center, Inc. Phantom
Stock Plan dated as of December 31, 2001, and paid out in full all amounts
due thereunder to participants thereof, and (ii) paid out in full all amounts
due under the Amended and Restated Lazy Days R.V. Center, Inc. Supplemental
Phantom Stock Plan to participants thereof according to agreements entered into
between the Company and those participants, including without limitation the
Phantom Stock Plan Obligations;


 


(l)                                     the LDRV ESOP shall have been terminated in
accordance with the terms and conditions of the LDRV ESOP plan document and
trust agreement and all applicable state and federal laws, and the Lenders
shall have received written evidence satisfactory to the Lenders (in their sole
discretion) that the LDRV ESOP has been amended to effect the termination and
that the appropriate directors have authorized the termination;


 


(m)                               all amounts due and owing to current and
former employees of the Company who have at any time received a distribution of
securities from the LDRV ESOP with respect to which the Company has any
payment, purchase, or redemption obligation remaining due, shall have been paid
in full; and


 


(n)                                 RV Acquisition shall
have been duly incorporated and organized under the laws of the State of
Delaware, with BRS LP constituting the owner of 37,351.915 shares of the Series
A Preferred Stock of RV Acquisition and 4,468,085 Shares of the common stock of
RV Acquisition.


 


The foregoing (and all transactions
contemplated by the foregoing transactions) are referred to in this Agreement
as the “Related Transactions.”


 


Section 4.3.7. Financing Documents. Each of the Financing Documents (as amended and
restated to date) shall be in full force and effect.


 


Section 4.3.8. Payment of Expenses. Without limiting the provisions of
Section 15.1, the Company shall have paid, or reimbursed the Lenders and
the Agent for payment of, on or before the Restatement Date, the reasonable
fees, charges and disbursements of Lenders’ special counsels, to the extent
reflected in a statement of such Person (or in connection with amounts to be
reimbursed to the Lenders and the Agent, rendered by such Person or the Lenders
and the Agent).


 


13
















 


Section 4.3.9. Lien Searches. The Collateral Agent shall have received such
Uniform Commercial Code searches and other lien searches with respect to the
Collateral as the Lenders or the Collateral Agent may request.


 


Section 4.3.10. Changes in Corporate Structure. The Company shall not have changed its
jurisdiction.  Additionally, the Company,
BRS LP, and RV Acquisition shall not have been a party to any merger,
recapitalization, share exchange, or consolidation and shall not have succeeded
to all or any substantial part of the liabilities of any other Person, at any
time following July 15, 1999, except for the Related Transactions and the
Related Transactions (as defined in the First Amended and Restated Credit
Agreement).


 


Section 4.3.11. Financial Statements, Etc. (a)  At
least three days prior to the Restatement Date, the Company shall deliver to
the Lenders and the Agents interim financial statements of the Company for the
period from January 1, 2004, through and including March 31, 2004,
and the Company’s audited financial statements for the calendar year 2003, all
of which financial statements shall be satisfactory in form and substance to
the Lenders and the Agent.


 


(b)                                 At least five days
before the Restatement Date, the Company shall have delivered to the Lenders
and the Agent the Pro Forma Closing Balance Sheet for the Company (assuming
consummation of the Related Transactions), in form and substance reasonably
satisfactory to such Lender prepared by the Company in accordance with GAAP (as
if GAAP were applicable to pro forma financial statements) and as certified by
a Responsible Officer of the Company.


 


Section 4.3.12. Closing Fees. All of the Agents and the Lenders shall have
received the payment of any fees required under this Agreement and the other
Financing Documents.


 


Section 4.3.13.
[Intentionally Omitted].


 


Section 4.3.14. Capitalization and Corporate Structure. Such Lender shall have satisfactorily completed
its review of the Company’s capital and legal structure and the termination of
the LDRV ESOP.


 


Section 4.3.15. Material Adverse Change. Such Lender shall have made a good faith
determination, in its reasonable opinion, that, since January 1, 2004,
there shall have been no change in the financial condition, operations,
business, properties or prospects of the Company that individually or in the
aggregate could be expected to have a Material Adverse Effect.


 


Section 4.3.16. Proceedings and Documents. All corporate and other proceedings in connection
with the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to the Agents,
the Collateral Agent and such Lender and Lenders’ special counsel shall have
received all


 


14
















 


such counterpart originals or certified or
other copies of such documents as it or they may reasonably request.


 


Section 4.3.17. ESOP Conditions. Without limiting the requirements herein with
respect to the delivery of the Security Documents,  the
Agents shall have received (a) a copy of the Stock Purchase Agreement and each
opinion and valuation report delivered by Duff & Phelps, LLC, to the LDRV
ESOP, LDRV ESOT, and RV Acquisition in connection with the LDRV ESOP, the ESOP
Stock Purchase, and the Related Transactions that, among other things, (i)
confirm that the consideration paid to the LDRV ESOT in connection with the
ESOP Stock Purchase is not less than “adequate consideration” as determined
under ERISA, (ii) that the terms and conditions of the ESOP Stock Purchase are
fair to the LDRV ESOP and LDRV ESOT from a financial point of view, and (iii)
the consideration received by the LDRV ESOT in connection with the ESOP Stock
Purchase pursuant to the Stock Purchase Agreement is not less than the
consideration that the LDRV ESOP would have received had the Agreement Among
Sellers dated as of April 27, 2004, among the Company, LD Holdings, the
LDRV ESOP, Oakridge Consulting, and certain other shareholders of LD Holdings, not been
entered into, which opinion/reports shall be satisfactory in form and substance
to the Agent and the Lenders, (b) a copy of the plan amendment and resolution
of the Board of Directors of LD Holdings terminating the LDRV ESOP, and all
amendments thereto and any related documents through the Restatement Date, and
(c) copies of all contracts, assignments, and similar documentation entered
into by LD Holdings, the Company, and each Trustee of the LDRV ESOT, for
purposes of authorizing and effecting the ESOP Stock Purchase, the termination
of the LDRV ESOP, and the distribution by the LDRV ESOP of all its assets to
its participants.


 


Section 4.3.18. Consents. The Agent and the Lenders shall have received any
and all consents and approvals which may be necessary from any Person,
including, without limitation, from any Governmental Authority or any other
Person pursuant to a manufacturing supply or vendor agreement (including
consents relative to changes in control) necessary or appropriate to consummate
the transactions contemplated hereunder and under the other Financing Documents
and any and all applicable waiting periods have expired without any action
being taken by any administrative, regulatory or other Governmental Authority
which restrains, prevents, limits or imposes any materially adverse condition
upon such transactions or any portion thereof.


 


Section 4.3.19. Insurance Broker’s Opinion.  The Agent
and the Lender shall have received the broker’s opinion required by
Section 9.2(f), effective as of the Restatement Date.


 


Section 4.3.20.  Landlord
Waiver.  The Agent
and the Lender shall have received the landlord waiver required by
Section 9.8.


 


Section 4.3.21.  Debt
Documents.  The Agent
and the Lenders shall have received and reviewed copies of each of the Offering
Memorandum, the Indenture, and each of the documents relating to the WF Credit
Facilities, together with a certificate of the Secretary


 


15
















 


of the Company certifying each such document
as being true, correct, and a complete copy thereof and that each of those
agreements remains in full force and effect and that no party to those
documents is in breach or default in any of its obligations under those
documents.


 


Section 4.3.22.  Stock Purchase Documents.  The Agent
and the Lenders shall have received and reviewed copies of each of the Stock
Purchase Agreement and each of the documents relating to the Stock Acquisition,
together with a certificate of the Secretary of the Company certifying each
such document as being true, correct, and a complete copy thereof and that each
of those agreements remains in full force and effect and that no party to those
documents is in breach or default in any of its obligations under those
documents.


 


Section 4.3.23  UCC Continuation Statements. 
Continuation statements (in form and substance acceptable to the Agent
and the Lenders) shall have been filed with the Florida Secured Transactions
Registry before the Restatement Date.


 


SECTION 5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


As of the
Restatement Date and as of the date each subsequent Loan is made, the Company
makes the following representations and warranties to the Agent and each
Lender:


 


Section 5.1.  Organization;
Power and Authority. (a)
Each of the Company, LD Holdings, and RV Acquisition is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and is duly qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Each of the Company,
LD Holdings, and RV Acquisition has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver the Financing Documents to which it is a party and to perform the
provisions hereof and thereof, and to consummate the Related Transactions to
which it is a party.


 


(b) 
Each of the Company, LD Holdings, and RV Acquisition has the corporate
power and authority to enter into and consummate the Stock Purchase Agreement
pursuant to which, among other things, (i) RV Acquisition will acquire all the
outstanding equity of the Company that is not contributed to RV Acquisition by
the existing shareholders of LD Holdings or such equity will be cancelled on or
prior to the Restatement Date, and (ii) certain existing shareholders of LD
Holdings will contribute their stock to RV Acquisition ((i) and (ii)
collectively, the “Stock Acquisition”).  The Stock Acquisition and the other
transactions contemplated by the Stock Purchase Agreement have been duly
authorized by all necessary action on the part of the Company, LD Holdings, and
RV Acquisition.  The Stock Purchase
Agreement, together


 


16
















 


with all documents executed in connection therewith, constitute the
legal, valid, and binding obligations of the Company, LD Holdings, and RV
Acquisition, enforceable against the Company, LD Holdings, and RV Acquisition
in accordance with their respective terms.


 


(c) 
The execution, delivery, and performance by each of the Company, LD
Holdings, and RV Acquisition of the Stock Purchase Agreement, and all documents
executed in connection therewith, and the consummation of the Stock Acquisition
and the other transactions contemplated by the Stock Purchase Agreement, will
not (i) except as described in Section 5.6 hereof, contravene, result in
any breach of, or constitute a default under, the Company’s, LD Holdings’, and
RV Acquisition’s Articles of Incorporation or Bylaws  or
any other agreement or instrument to which any of them is a party, (ii)
conflict with or result in a breach of any of the terms, conditions, or
provisions of any order, judgment, decree, or ruling of any court, arbitrator,
or Governmental Authority applicable to the Company, LD Holdings, or RV
Acquisition, (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company, LD
Holdings, or RV Acquisition.


 


(d) 
Upon consummation of the Related Transactions, (i) the only Debt of the
Company (including without limitation, off-balance sheet indebtedness) will be
the liabilities of the Company under this Agreement, the WF Credit Agreement,
and the New Notes, and the Debt listed on Schedule 5.15 of this Agreement,
(ii) all amounts owed under the ESOP Loan, ESOP Note, and ESOP Loan Agreement
will be paid in full or forgiven by the Company, (iii) the LDRV ESOP will be
terminated in accordance with the terms of the LDRV ESOP and all applicable
laws, and (iv) all Phantom Stock Obligations will be paid in full.


 


Section 5.2. Authorization. Etc.  The Financing Documents (including this Second
Amended and Restated Floor Plan Credit Agreement) have been duly authorized by
all necessary corporate action on the part of the Company and this Agreement
and the Financing Documents executed by the Company constitute, or in the case
of the Notes, will upon issuance constitute, the legal, valid and binding
obligations of the Company enforceable against the Company in accordance with
their respective terms, except as such enforceability may be limited by (a)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and (b) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or  at law).


 


Section 5.3. Disclosure. The representations in this Agreement, the
Financing Documents, and the other documents, certificates and other writings
delivered to the Lenders by or on behalf of the Company in connection with the
transactions contemplated hereby and the financial statements listed in
Schedule 5.5, taken as a whole, are complete and do not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein not misleading in light of the circumstances under
which they were made. The budget and other pro forma financial
information contained in such materials are based upon good faith estimates and
assumptions believed by the Company to be reasonable at the time made and the
Company believes such estimates and


 


17
















 


assumptions continue to be reasonable, it
being recognized by the Lenders that such projections as to future events are
not to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ from the projected results. Except
as disclosed in Schedule 5.3 or 5.5,  since
January 1, 2004, there has been no change in the financial condition,
operations, business, properties or prospects of the Company except changes
that individually or in the aggregate could not reasonably be expected to have
a Material Adverse Effect. There is no fact known to the Company (other than
matters of a general economic nature) that could reasonably be expected to have
a Material Adverse Effect that has not been set forth herein or in the other
documents, certificates and other writings delivered to the Lenders by or on
behalf of the Company specifically for use in connection with the transactions
contemplated hereby (including, without limitation, any Material reimbursement
or indemnification of liabilities to any party under the Master
Agreement).  All lists of assets provided
to the Agent or the Lenders by or on behalf of the Company will exclude all
Consignment Units.


 


Section 5.4. Affiliates. Schedule 5.4 contains complete and correct
lists (a) of the Company’s Affiliates (including all shareholders of the
Company, LD Holdings, and RV Acquisition and their respective ownership of
equity securities of the Company, LD Holdings, and RV Acquisition), and (b) of
the Company’s directors and senior officers, in each case after giving effect
to the consummation of the Related Transactions. The Company has no
Subsidiaries except LDRV Holdings Corp., which (i) has no material assets and
will not have any material assets during the term of this Agreement and (ii)
will not conduct any business or engage in any operations during the term of
this Agreement.  The sole assets of LDRV
Holdings Corp. on the Restatement Date are certain contract rights and the
contracts listed on Schedule 5.4.


 


Section 5.5. Financial Statements. 
(a)  All of the financial statements listed on
Schedule 5.5 and otherwise provided to the Agent or the Lenders by the
Company (including in each case the related schedules and notes) fairly present
in all material respects the financial position of the Company as of the
respective dates specified in such financial statements and the results of its
operations and cash flows for the respective periods so specified and have been
prepared in accordance with GAAP consistently applied throughout the periods
involved except as set forth in the notes thereto (subject, in the case of any
interim financial statements, to normal year-end adjustments and the absence of
footnotes) and except as set forth in Schedule 5.5.


 


(b)                                 The Pro Forma Closing Balance Sheet, as of the
Restatement Date and after giving effect to the consummation of the Related
Transactions, fairly presents in all material respects the financial position
of the Company and was prepared in accordance with GAAP (as if GAAP were to be
applicable to pro forma financial statements)
consistently applied.


 


Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the
Company of the Financing Documents (and the


 


18
















 


amended and restated Financing Documents) and
the consummation of the Related Transactions will not (a) contravene, result in
any breach of, or constitute a default under, or result in the creation of any
Lien (other than under the Security Documents and Liens securing the WF Credit
Facilities permitted by Section 10.9) in respect of any Property of the
Company under, any indenture, mortgage, deed of trust, loan, purchase or credit
agreement, lease, corporate charter or bylaws, or any other agreement or
instrument to which the Company is a party or by which the Company or any  of its Properties may be bound or affected, other than (i)
the breach of one or more contracts which breaches individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect,
and (ii) the breach of one or more of the Material contracts listed on
Schedule 5.23 due to the failure of the Company to obtain consents of
Persons to the Related Transactions before consummation of the Related
Transactions (it being understood that the Company shall use commercially
reasonable efforts to obtain such consents within 90 days after the Restatement
Date (and the exclusion provided in this clause (ii) shall not apply after the
90th day after the Restatement Date and the exclusion in clause (i) will apply
if the effect of the failure to obtain such consents does not have a Material
Adverse Effect), (b) conflict with or result in a breach of any of the terms,
conditions or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to the Company, or (c)
violate any provision of any statute or other rule or regulation of any
Governmental Authority known to be applicable to the Company. The Company
represents and warrants that Schedule 5.6 contains a true and correct
description of all indentures, mortgages, deeds of trust, loan, purchase or
credit agreements, leases, corporate charters or bylaws or any other agreement
or instrument to which  the Company is
a party or by which any of its Properties may be bound or affected which, in
each case, is Material (excluding (i) Material contracts described in or
referred to in Section 5.23 and (ii) retail sales contracts for the sale
of recreational vehicles in the ordinary course of business and related
insurance, warranty and financing contracts between the Company and the
purchaser of a recreational vehicle purchased in the ordinary course of
business).


 


The issuance of the New Notes does not (A)
contravene, result in any breach of, or constitute a default under, the
Company’s Amended and Restated Articles of Incorporation or Bylaws, or any
other agreement or instrument to which it is a party, (B) conflict with or
result in a breach of any of the terms, conditions, or provisions of any order,
judgment, decree, or ruling of any court, arbitrator, or Governmental Authority
applicable to the Company, or (C) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to the Company
(including without limitation any applicable securities law).


 


Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is
required in connection with the execution, delivery or performance by the
Company of the Financing Documents or the consummation of the Related
Transactions that has not been received before the Restatement Date.


 


19
















 


Section 5.8. Litigation; Observance of Agreements, Statutes and
Orders.  (a)  There
are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its Property in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.


 


(b)                                 The Company is not in default under any term of
any agreement or instrument to which it is a party or by which it is bound, or
any order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or in violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws) of any Governmental
Authority, which default or violation, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


 


Section 5.9. Taxes. Except as set forth on Schedule 5.9,  the Company has filed all federal tax returns and all other
Material tax returns that are required to have been filed in any jurisdiction,
and has paid all taxes shown to be due and payable on such returns and all
other taxes and assessments levied upon it or its Properties, assets, income or
franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (a) the amount of which is not individually or in the aggregate
Material or (b) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which the Company has established adequate reserves in accordance with GAAP.
The Company knows of no basis for any other tax or assessment that could
reasonably be expected to have a Material Adverse Effect. The charges, accruals
and reserves on the books of the Company in respect of Federal, state or other
taxes for all fiscal periods are adequate in all material respects.  With respect to the amended tax returns
identified on Schedule 5.9, the Company knows of no basis for any Material
additional tax assessment.


 


Section 5.10. Title to Property; Leases. 
(a)  All leases under
which the Company is lessee and that individually or in the aggregate are
Material are valid and subsisting and are in full force and effect in all
material respects.


 


(b)                                 Except as set forth on Schedule 5.10(b), the
Company will, at the Restatement Closing after giving effect to the
consummation of the Related Transactions, have good and sufficient title to all
Properties reflected in the Pro Forma Closing Balance Sheet free and clear of
all Liens other than Permitted Liens.


 


Section 5.11. Licenses, Permits, Etc. 
(a)  The Company owns or possesses all licenses,
permits, franchises, authorizations, patents, copyrights, service marks,
trademarks and trade names, or rights thereto, without conflict with the rights
of others, except such licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks and trade names, or rights thereto, as
the failure to own or possess could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


20
















 


(b)                                 No item sold or produced by the Company infringes
in any respect any license, permit, franchise, authorization, patent, copyright,
service mark, trademark, trade name or other right owned by any other Person,
except such infringements as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(c)                                  There is no violation by any Person of any right
of the Company with respect to any patent, copyright, service mark, trademark,
trade name or other right owned or used by any of them, except such violations
as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


Section 5.12. Compliance with ERISA. 
(a)  Except for Plans listed on
Schedule 5.12(a), neither the Company, LD Holdings, nor RV Acquisition
maintains or has any obligation to contribute to any Plan.  Except with respect to the LDRV ESOP or LDRV
ESOT, each Plan has been operated and administered in all material respects in
accordance with its terms and in compliance with ERISA, the Code, and all other
applicable laws. Except with respect to the LDRV ESOP or LDRV ESOT, and except
as could not reasonable be expected to have a Material Adverse Effect, with
respect to any Plan intended to satisfy the requirements of Section 401(a)
and related Sections of the Code, except as indicated on Schedule 5.12(a),
the Internal Revenue Service (“IRS”)  has issued favorable determination letters to the effect
that the forms of Plans satisfy the requirements of Section 401(a) and
related Sections of the Code and the trusts related to such Plans satisfy
Section 501(a) and the related Sections of the Code or an application for
such a determination has been filed with the IRS, and, there are no facts or
circumstances that would jeopardize or adversely affect in any material respect
the qualification under Code Section 401(a) of any such Plan. Except with
respect to the LDRV ESOP or LDRV ESOT, neither the Company, nor any ERISA
Affiliate, nor any trustee or plan administrator or other fiduciary of any Plan
has incurred any liability pursuant to Title I (other than normal operating
liabilities under a Plan) or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in
Section 3 of ERISA), and no event, transaction or condition has occurred
or exists that could reasonably be expected to result in the incurrence of any
such liability by the Company, any ERISA Affiliate, or any trustee or plan
administrator or other fiduciary of any Plan, or in the imposition of any Lien
on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty
or excise tax provisions of the Code or to Section 401(a)(29) or 412 or
4975 of the Code which liability or Lien, either individually or together with
any other liability or Lien could reasonably be expected to have a Material
Adverse Effect. No lawsuits, claims, or complaints to or by any Person or
Governmental Authority have been filed or, to the knowledge of the Company, are
contemplated or threatened, with respect to any Plan which either individually
or in the aggregate could reasonably be expected to have a Material Adverse
Effect.


 


(b)                                 With respect to each Plan: (i) full payment has
been made to each such Plan of all contributions that are required by the
Company or any ERISA Affiliate under the terms thereof and under ERISA or the
Code to be made on or prior to the date hereof,


 


21
















 


(ii) no “accumulated funding
deficiency”  (as defined in
ERISA Section 302 or Code Section 412), whether or not waived, exists
with respect to any Plan, (iii) the present value of the aggregate benefit
liabilities under each of the Plans, determined as of the end of such Plan’s
most recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan’s most recent actuarial valuation
report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities and (iv) such actuarial assumptions have
not been materially altered since the date of the most recent actuarial
valuation report; except to the extent that any non-compliance with any
provision of clauses (i) through (iii) above, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.
The term “benefit liabilities” has the meaning
specified in Section 4001 of ERISA and the terms “current
value” and “present value”
have the meaning specified in Section 3 of ERISA.   Except with respect to the LDRV ESOP or LDRV
ESOT and except as could not reasonably be expected to have a Material Adverse
Effect, with respect to each Plan, (A) there has been no non-exempt prohibited
transaction (as defined in Section 406 of ERISA or Section 4975 of
the Code), (B) no fiduciary or trustee has any liability for breach of
fiduciary duty or any other failure to act or comply in connection with the
administration or investments of the assets of the Plan and (C) no action,
investigation, suit, proceeding, hearing, or claim with respect to the assets
of any Plan (other than routine claims for benefits) is pending or threatened,
and the Company does not have any knowledge of any facts that would give rise
to or could reasonably be expected to give rise to any claim, action, or suit.


 


(c)                                  Neither the Company nor any ERISA Affiliate
currently sponsors, maintains, or has any obligations to contribute to or has
ever sponsored, maintained, or had any obligations to contribute to any
Multiemployer Plan.


 


(d)                                 Except for continuation coverage mandated by
Section 4980B of the Code, and except as listed on Schedule 5.12(d),
the Company does not have any post-retirement benefit obligations that are
subject to Financial Accounting Standards Board Statement No. 106, which
individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.


 


(e)                                  [Intentionally
Omitted]


 


(f)                                    The making of the Loans contemplated by this
Agreement will not involve any non-exempt transaction that is subject to the
prohibitions of Section 406(a) of ERISA or in connection with which a tax
could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company in the first sentence of this
Section 5.12(f) is made in reliance upon and subject to the accuracy of
each Lender’s representation in Section 6 as to the sources of the funds
used by such Lender to make the Loans hereunder. For purposes of determining
whether the representation in the first sentence in this Section 5.12(f)
is correct on any date after the Restatement Date, such representation in
Section 6 shall be considered made by each Lender on such date and shall
be considered accurate on such date.


 


22
















 


(g)                                 The Company has not
withdrawn from any Plan (including any Multiemployer Plan) or permitted any
employee benefit plan maintained by the Company, LD Holdings, or any of their
predecessors in interest to be terminated if such withdrawal or termination
would result in (i) withdrawal liability (as described in Part 1 of
Subtitle E of Title IV of ERISA) in an amount that could reasonably
be expected to have a Material Adverse Effect or (ii) the imposition of a Lien
on any Property of the Company pursuant to Section 4068 of ERISA.


 


(h)                                 The ESOP Stock Purchase, the payment or
forgiveness of all amounts due under the ESOP Loan, ESOP Note, and the ESOP
Loan Agreement, the distribution of assets by the LDRV ESOP, and the
termination of the LDRV ESOP do not (i) contravene, violate, result in
any breach of, or constitute a default under, the Company’s Amended and
Restated Articles of Incorporation or Bylaws, the LDRV ESOP and LDRV ESOT
governing documents, or, to the Company’s knowledge, any other agreement or
instrument to which it is a party, (ii) conflict with or result in a breach of
any of the terms, conditions, or provisions of any order, judgment, decree, or
ruling of any court, arbitrator, or Governmental Authority applicable to the
Company or the LDRV ESOP, or (iii) violate any provision of any statute or
other rule or regulation of any Governmental Authority applicable to the
Company or the LDRV ESOP (including without limitation any applicable
securities law or any provision of ERISA or the Code).


 


Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its
behalf has offered the Notes or any similar securities, for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any Person other than the Lenders and not
more than 125 other Institutional Investors, each of which has been offered the
Notes or other similar securities at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action
that would subject the issuance or sale of the Notes or any similar securities
to the registration requirements of Section 5  of
the Securities Act.


 


Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the Loans
to the purchase of new and used Floor Plan Units.  After giving effect to the consummation of
the Related Transactions, margin stock will not on the date of Restatement
Closing constitute more than 1% of the value of the assets of the Company and
the Company does not have any present intention that margin stock will constitute
more than 1% of the value of such assets. As used in this Section 5.14,
the term “margin stock” shall have the meaning
assigned to it in said Regulation U.


 


Section 5.15. Existing Debt; Future Liens.  (a)  Schedule 5.15 sets forth
a complete and correct list of all outstanding Debt of the Company as of the
Restatement Date, since which date there has been no Material change in the
amounts, interest rates, sinking funds, installment payments or maturities of
the Debt of the Company. As of the Restatement Date, the Company will not be in
default in the payment of any principal or interest on any Debt of the Company
and no event or condition exists with respect to any Debt of the Company that
would permit (or that with notice or the lapse of time, or both,


 


23
















 


would permit) one or more Persons to cause
such Debt to become due and payable before its stated maturity or before its
regularly scheduled dates of payment.


 


(b)                                 The Company has not
agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its Property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by Section 10.9.


 


Section 5.16. Foreign Assets Control Regulations, Etc. Neither the making of the Loans contemplated by
this Agreement, the making of the loans under the WF Credit Facilities, the
issuance of the New Notes, nor the use of the proceeds of any thereof, or the
consummation of the Related Transactions, will violate the Trading with the
Enemy Act, as amended, or any of the foreign assets control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
or any enabling legislation or executive order relating thereto.


 


Section 5.17. Status under Certain Statutes. The Company is not an “investment
company” registered or required to be registered under the
Investment Company Act of 1940, as amended, or is subject to regulation under
the Public Utility Holding Company Act of 1935, as amended, the Interstate
Commerce Act, as amended, or the Federal Power Act, as amended.


 


Section 5.18. Environmental Matters. 
(a)  Except as specifically set forth in
environmental audits prepared by EnviroAssessments, Inc. dated
November 1993, by UST Environmental Services, Inc. dated March 18,
1994, and by ENVIRON International Corporation dated February 2004, copies
of which have previously been delivered to the Collateral Agent, no claim or
proceeding instituted or, to the knowledge of the Company, threatened has been
raising any claim against the Company or any of its real properties now or
formerly owned, leased or operated by it or other assets, alleging any damage
to the environment or violation of any Environmental Laws, except, in each case,
such as could not reasonably be expected to result in a Material Adverse
Effect;


 


(b)                                 There are no facts which would give rise to any
claim, public or private, of violation of Environmental Laws or damage to the
environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by the Company or to other
assets or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect;


 


(c)                                  The Company has not stored any Hazardous
Materials on real properties now or formerly owned, leased or operated by it
and has not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws, in each case in any manner that could reasonably be expected
to result in a Material Adverse Effect;


 


(d)                                 All buildings on all
real properties now owned, leased or operated by the Company are in compliance
with applicable Environmental Laws, except where failure to comply could not
reasonably be expected to result in a Material Adverse Effect; and


 


24
















 


(e)                                  There are no Liens, nor has the Company received
notice of any potential Liens, arising under any Environmental Laws against any
of the real properties owned, leased or operated by it.


 


Section 5.19. Collateral. The Collateral is adequately described in and is
subject to the respective Liens of the Security Documents. Each of the Security
Documents creates a valid and enforceable Lien on and security interest in the
Collateral described in such Security Document, subject only to Permitted
Encumbrances (as defined therein). All documents and instruments have been (or
will on the Restatement Date be) recorded, filed for record or delivered in
such manner and in such places as required to establish such Liens and to
perfect and preserve perfected Liens intended to be created thereby with the
priority intended therefor and no further action (other than the filing of
continuation statements as required by law) is (or will on the Restatement Date
be) required to maintain and preserve, or effectively to put third parties on
notice of, such Liens. All taxes and filing fees which are required to be paid
or are payable in connection with the execution, delivery or recordation of
such Liens have (or at or prior to the Restatement Closing will have) been
paid.  The only Deposit Accounts (as
defined in Section 1(a)(6) of the Security Agreement) maintained by the
Company are the Operating Account and the Participation Account.


 


Section 5.20. Insurance. The insurance required by the provisions of
Section 9.2 and by the Security Documents is, or on the Restatement Date
will be, in force and all premiums due and payable in respect thereof have or
will have been paid.


 


Section 5.21. Patents, Trademarks, and Copyrights. Schedule 5.21 hereto lists, as of the
Restatement Date, all patents, patent applications, trademark and service mark
registrations and applications therefor and copyright registrations and
applications therefor owned or licensed by the Company, and all license
agreements for the same entered into by the Company. Except as otherwise
specifically provided in Schedule 5.21, the Company as of the Restatement
Date, after giving effect to the consummation of the Related Transactions, will
own, possess or, with respect to any license agreement, will have the valid
right to use all such patents, patent applications, trademark and service
registrations and applications therefor and copyright registrations and
applications therefor necessary for the present and, as now contemplated,
future conduct of its business, after giving effect to the consummation of the
Related Transactions, without any Material conflict with the rights of others.


 


Section 5.22. Solvency. As of the Restatement Date, before and after
giving effect to the transactions contemplated by this Agreement and to the
consummation of the Related Transactions, (i) the fair saleable value of the
assets of the Company on a going concern basis will be in excess of the total
amount of its liabilities (including for purposes of this definition all
liabilities, whether or not reflected on a balance sheet prepared in accordance
with GAAP, and whether direct or indirect, fixed or contingent, secured or
unsecured, disputed or undisputed); (ii) the Company will be able to pay its
debts and obligations as they mature in the ordinary course of its business as
proposed to be conducted and the Company will be able to make all scheduled
payments on its Debt;


 


25
















 


(iii) the Company will not have unreasonably
small capital to carry out its business as proposed to be conducted; and (iv)
the Company has not taken any actions with respect to the transactions
contemplated by the Financing Documents and to the consummation of the Related
Transactions with actual intent to hinder, delay or defraud either present or
future creditors.


 


Section 5.23. Material Contracts. Except as set forth in Schedule 5.23  and Schedule 5.6, there are no contracts individually
Material to the business of the Company, other than retail sales, insurance,
warranty and finance contracts entered into between the Company and non-fleet
purchasers of recreational vehicles in the ordinary course of business.


 


Section 5.24. 
LDRV ESOP. (a)  The Company has submitted to the Agent and the Lenders a
true and correct copy of the Employee Stock Ownership Plan and Trust Agreement
for the Employees of Lazy Days and all amendments thereto (the trust portion of
which is referred to herein as the “LDRV ESOT” and
the plan portion of which is referred to herein as the “LDRV ESOP”)..


 


(b)                                 To the Company’s knowledge, at all times, the
LDRV ESOP and the LDRV ESOT, and to the Company’s knowledge, each predecessor
plan and trust, have complied with the applicable requirements of Sections
401(a)(22) and 409(e) of the Code, with respect to the rights of employee stock
ownership plan participants to exercise participant voting rights with respect
to employer securities.


 


SECTION 6.                                REPRESENTATION
AND ACKNOWLEDGMENTS OF EACH LENDER.


 


Each Lender
represents, for itself, that the source of funds to be used by it to make Loans
hereunder does not include assets of any employee benefit plan. As used in this
Section 6, the terms “employee benefit plan”
shall have the meaning assigned to such term in Section 3(3) of ERISA.


 


SECTION 7.                                INFORMATION
AS TO COMPANY.


 


Section 7.1. Financial and Business Information. The Company shall deliver to the Agent (who will
promptly furnish to the Lenders):


 


(a)                                  Monthly Statements — promptly, and in any
event, within 30 calendar days after the end of each monthly period (commencing
with the monthly period ending April 30, 2004) in each fiscal year of the
Company (including the last monthly period of each such fiscal year), a copy
of:


 


(i)                                     an
unaudited balance sheet of the Company as at the end of such month,


 


26
















 


(ii)                                  unaudited
statements of income, changes in shareholders’ equity and cash flows of the
Company for such month and for the portion of the fiscal year ending with such
month,


 


setting forth in each case for each month beginning with the month
ending April 30, 2004, in comparative form the figures for the
corresponding monthly and year-to-date periods in the previous fiscal year and
the monthly and the year-to-date variances to the budget for such monthly
fiscal period, all in reasonable detail, prepared by the Company in accordance
with GAAP, and certified by a Senior Financial Officer of the Company as fairly
presenting, in all material respects, the financial position of the Company and
its results of operations and cash flows, subject to the absence of footnotes
and changes resulting from year-end adjustments, and


 


(iii)                               a
complete list of all Consignment Units held by or on behalf of the Company.


 


Additionally, the Company shall deliver to
each Lender via electronic transmission by the 30th calendar day of each month
beginning on the Restatement Date, a reasonably detailed covenant compliance
calculation with respect to compliance with the covenants contained in the
Financing Documents determined as of the end of the immediately preceding
calendar month.


 


At any time requested by the Agent, the
Company shall deliver to the Agent (who will promptly furnish to the Lenders a
report by the chief executive officer of the Company discussing and analyzing
the Company’s operating performance as at the end of each such month,
substantially in the report format provided to the Agent in fiscal year
2003.  Additionally, at any time an Event
of Default has occurred and is continuing, the Company shall deliver to the
Agent (who will promptly furnish to the Lenders) (A) a Unit Sales by Category
report as of the end of each such month, substantially in the report format
provided to the Agent in fiscal year 2003, and 
(B)             internally
generated “Lot-up” and “Phone-up” statistics for the month, substantially in
the report format provided to the Agent in fiscal year 2003.


 


(b)                                 Intentionally Omitted.


 


(c)                                  Annual Statements — promptly,  and in any
event, within 90 calendar days after the end of each fiscal year of the
Company, a copy of,


 


(i)                                     a balance sheet of the Company, as at the end of
such year, and


 


(ii)                                  statements of income, changes in shareholders’
equity and cash flows of the Company, for such year,


 


setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in accordance with
GAAP, and accompanied by


 


27
















 


(A)                              an opinion thereon of independent certified public accountants of
recognized national standing and approved in advance by the Required Lenders in
writing (which includes, but is not limited to, Crowe Chizek, LLP), which
opinion shall state that such financial statements present fairly, in all
material respects, the financial position of the Company and its results of
operations and cash flows and have been prepared in conformity with GAAP, and
that the examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for such opinion in
the circumstances, and


 


(B)                                a certificate of such accountants stating that they have reviewed the
financial covenants contained in Sections 10.1 through 10.7, inclusive, and
stating further whether, in making their audit, they have become aware of any
condition or event that then constitutes a Default or an Event of Default under
such Sections, and, if they are aware that any such condition or event then
exists, specifying the nature and period of the existence thereof (it being
understood that such accountants shall not be liable, directly or indirectly,
for any failure to obtain knowledge of any Default or Event of Default);


 


(d)                                 SEC and Other Reports—promptly upon their becoming available, one copy
of (i) each financial statement, report, notice or proxy statement sent by the
Company to its stockholders (in their capacity as stockholders) generally, and
(ii) each report, each registration statement (without exhibits except as  expressly requested by such Lender), and each prospectus
and all amendments thereto filed by the Company with the Securities and
Exchange Commission and of all press releases and other statements made available
generally by the Company to the public concerning developments that are
Material;


 


(e)                                  Notice of Default or Event of
Default — promptly, and in any event within two Business Days after a
Responsible Officer becomes aware of the existence of any Default or Event of
Default or that any Person has given any notice or taken any action with
respect to a claimed default hereunder or that any Person has given any notice
or taken any action with respect to a claimed default of the type referred to
in Section 11(f), a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to take
with respect thereto;


 


(f)                                    ERISA Matters — promptly, and in any event within five Business
Days after a Responsible Officer becoming aware of any of the following, a
written notice setting forth the nature thereof and the action, if any, that
the Company or an ERISA Affiliate proposes to take with respect thereto:


 


(i)                                     with respect to any Plan, any reportable event,
as defined in Section 4043(c) of ERISA and the regulations thereunder, for
which notice thereof has not been waived pursuant to such regulations as in
effect on the date hereof; or


 


28
















 


(ii)                                  the taking by the PBGC of steps to institute, or
the threatening by the PBGC of the institution of, proceedings under
Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by the Company or any ERISA
Affiliate of a notice from a Multiemployer Plan that such action has been taken
by the PBGC with respect to such Multiemployer Plan; or


 


(iii)                               any event, transaction or condition that occurs or exists after the
Restatement Date or any change in any event, transaction, or condition that
occurred or existed before the Restatement Date that, in either case, could
reasonably be expected to result in the incurrence of any material liability by
the Company or any ERISA Affiliate pursuant to Title I (other than normal operating
liabilities under a Plan) or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans, or in the imposition
of any Lien on any of the rights, properties or assets of the Company or any
ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise
tax provisions; or


 


(iv)                              the commencement of any investigation of the LDRV ESOP, the Lazy Days
ESOP, the Alliance ESOP (as it pertains to the spin-off of the LDRV ESOP) or
their respective fiduciaries by the IRS or the Department of Labor; or


 


(v)                                 the commencement of any litigation against the
LDRV ESOP, the LDRV ESOT, or the fiduciaries of either by, or on behalf of, any
participant or beneficiary in the LDRV ESOP.


 


(g)                                 Notices from Governmental Authority –  promptly,  and in any event within 20 days
of receipt thereof, copies of any notice to the Company from any Governmental
Authority relating to any order, ruling, statute or other law or regulation
that could reasonably be expected to have a Material Adverse Effect;


 


(h)                                 Audit Reports – promptly upon receipt thereof, one copy of each
interim or special audit made by independent accountants of the books of the
Company and any management letter received from such accountants;


 


(i)                                     Material Litigation – promptly (and in any event within five (5)
Business Days) after the Company becomes aware of (i) the institution of, or
non-frivolous, written (or otherwise overt) threat of, any action, suit,
proceeding, governmental investigation or arbitration against or affecting the
Company or any of its Property, or (ii) any Material development in any such
action, suit, proceeding, governmental investigation or arbitration, which, in
either case, if adversely determined, could have a Material Adverse Effect, a
certificate of a Responsible Officer of the Company describing the nature and
status of such matter in reasonable detail (unless such disclosure would, in
the reasonable opinion of counsel to the Company, cause a waiver of
attorney-client privilege);


 


(j)                                     Waivers and Consents – as soon as possible and in any event within two
Business Days of entering into any waiver or consent to the WF Credit
Agreement, the


 


29
















 


Company shall provide written notice
(together with copies of all executed instruments relevant thereto) to the
holders of the Notes of any such waiver or consent along with such other
information as may be necessary to explain the reason for such waiver or
consent, provided that, nothing in this clause shall in any way affect the
agreement of the Company contained in Section 10.24; in addition, the
Company shall send copies of any proposed or requested waivers or consents or
modifications to the WF Credit Agreement as promptly as practicable and in no
event less than five Business Days prior to the effectiveness thereof;


 


(k)                                  Notice –  as soon as possible, copies of any notices given by or delivered to the
Company under or pursuant to the WF Credit Agreement, the Indenture, or under
the New Notes, including without limitation, any notices of default thereunder;


 


(l)                                     Budgets; Long Term Plans – (i) as soon as available, but in any event not
later than 15 days prior to the first day of each fiscal year commencing with
the fiscal year 2005 of the Company, a copy of the initial budget of the
Company for such fiscal year, prepared on a monthly basis and including
appropriate balance sheet, income statement, cash flow and working capital
projections for such period, (ii) promptly after the same are produced, copies
of any material adjustments to the budget of the Company referred to in clause
(i) above, (iii) promptly after the same is presented to the Board of Directors
of the Company, a copy of any long-range business plans of the Company that may  be prepared from time to time for  or
at the direction of the Board of Directors of the Company (and with respect to
fiscal year 2005, a long range business plan of the Company for calendar year
2005 shall be delivered by the Company to the Lenders on or before
June 30, 2004), and all material amendments  thereto
which may be in effect from time to time; and (iv) as soon as available, but in
any event no later than January 31 of each year, commencing
January 31, 2005, projected income statement, balance sheet, and cash flow
statement for the subject calendar year and each calendar year thereafter
through the year 2007;


 


(m)                               Requested Information –  with
reasonable promptness, such other data and information relating to the
business, operations, affairs, financial condition, assets or properties of the
Company or relating to the ability of the Company to perform its obligations
hereunder and under the Notes (including, without limitation, any data or
information furnished to any other holder of Debt of the Company) as from time
to time may be reasonably requested by the Agent; and


 


(n)                                 Sales Listing –  at any
time requested by the Agent and for as long as requested by the Agent,
beginning on the date the Company receives a request from the Agent, daily, on
each Business Day, the Company shall deliver (via fax) an itemized listing of
Floor Plan Units sold the prior Business Day, together with such other
information as the Agent reasonably requires, prepared by the Company and
certified to by a Senior Financial Officer.


 


30
















 


Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a
Lender pursuant to Section 7.1(a) or 7.1(c) hereof shall be accompanied by
a certificate of a Senior Financial Officer setting forth:


 


(a)                                  Covenant Compliance - the information (including detailed
calculations) required in order to establish whether the Company was in
compliance with the requirements of Section 10.1 through
Section 10.6, inclusive, and Section 10.28 during the period covered
by the statements then being furnished (including with respect to each such
Section, where applicable, the calculations of the maximum or minimum amount,
ratio or percentage, as the case may be, permissible under the terms of such
Sections, and the calculation of the amount, ratio or percentage then in
existence); and


 


(b)                                 Event of Default - a statement that such officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Company from
the beginning of the period covered by the statements then being furnished to
the date of the certificate and that such review shall not have disclosed the
existence during such period of any condition or event that constitutes a
Default or an Event of Default or, if any such condition or event existed or
exists (including, without limitation, any such event or condition resulting
from the failure of the Company to comply with any Environmental Law),
specifying the nature and period of existence thereof and what action the
Company shall have taken or proposes to take with respect thereto.


 


Section 7.3. Inspection. 
(a)  The Agent shall have the right to conduct at
any time and from time to time as often as the Agent deems advisable or
necessary (and, whenever the Agent so desires, on a continuous basis) an
inventory audit of each Floor Plan Unit of the Company on a random basis
regardless of whether an Event of Default exists.   The Agent may inspect individually each
Floor Plan Unit during each such inventory audit and, immediately following
each such inventory audit, the Company shall pay to the Agent a fee of $1 for
each Floor Plan Unit inspected during such audit (and the Company shall pay
those fees to the Agent in arrears within ten calendar days after the end of
each calendar quarter).


 


(b)                                 In addition to and not in limitation of the
rights granted to the Agent in Section 7.3(a), the Company shall permit
the representatives of each Lender, upon reasonable prior notice to the
Company, to visit and inspect any of the offices or properties of the Company,
to examine all its books of account, records, reports and other papers, to make
copies and extracts therefrom and to discuss the affairs, finances and accounts
of the Company with the Company’s officers and accountants (and by this
provision the Company authorizes said accountants to discuss the affairs,
finances and accounts of the Company), all at such reasonable times during
normal business hours and as often as may be reasonably requested. Any such
visit or inspection shall, during the continuance of a Default or an Event of
Default, be at the Company’s expense.


 


(c)                                  In addition to and not in limitation of the
rights granted to the Agent in Section 7.3(a), the Agent, upon reasonable
notice to the Company, shall have the right to


 


31
















 


verify at any time and from time to time all
or any part of the Collateral in any manner, and through any medium, which the
Agent reasonably considers appropriate, and the Company agrees to furnish all
assistance and information, and perform any acts, which the Agent may
reasonably require in connection therewith. The Company hereby appoints the
Agent, its nominee, and any other Person whom the Agent may designate, as the
Company’s attorney-in-fact, which appointment shall be coupled with an interest
and irrevocable until all Obligations have been paid in full and all
Commitments hereunder have been terminated, with full power to sign the Company’s
name on verifications of Accounts and to send requests for verification of
Accounts to the Company’s customers, Account Debtors and other obligors. The
Company hereby ratifies and approves all acts of any such attorney and agrees
that neither the Agent nor any such attorney will be liable for any acts or
omissions nor for any error of judgment or mistake of fact or law other than
such Person’s gross negligence or willful misconduct.


 


SECTION 8.                                PREPAYMENT OF NOTES; TERMINATION, ETC.


 


Section 8.1. Voluntary Prepayments. Without limiting the obligation of the Company to
prepay the Notes as otherwise required in this Agreement and subject to the
prepayment fees specified in Section 8.3, the Company may make prepayments
without premium or penalty of the Notes in whole or in part (but if in part, in
an amount not less than $100,000) at any time upon one day’s prior notice to
the Agent (such notice if received subsequent to 1:00 p.m. (New York, New York
time) on a given day to be treated as though received at the opening of
business on the next Business Day), by paying to such Lenders on a pro rata basis, based on the outstanding principal amount of
the Notes immediately prior to such prepayment, the principal amount to be
prepaid and if such a prepayment prepays the Notes in full and is accompanied
by the termination in whole of the Commitments, accrued interest thereon to the
date of prepayment. Each such prepayment (a) must be accompanied by a
certificate of the Company specifying the Eligible Floor Plan Units against
which such prepayment is to be applied or, (b) if made electronically by the
Company pursuant to the online payment program established by the Agent, must
be applied by the Company to specific Floor Plan Units financed by Borrowings.


 


Section 8.2. Mandatory Payments. 
(a)  New Floor Plan Units. Principal
curtailments (repayments) relating to Borrowings for Eligible New Floor Plan
Units shall be due as follows:  (i) the
entire balance owed on a Floor Plan Unit shall be due upon the earliest of (A)
one Business Day from the receipt of proceeds from the sale of a Floor Plan
Unit, (B) four Business Days from the sale of a Floor Plan Unit, (C) one
Business Day after a Floor Plan Unit ceases, for any reason, to qualify as an
Eligible New Floor Plan Unit, or (D) 18 months from the date of the original
Borrowing made as to any specific Floor Plan Unit; and (ii) if not previously
sold or otherwise disposed of, 10% of the original principal amount of the
Borrowing made as to any specific Eligible New Floor Plan Unit will be due and
payable 12 months from the date of the original funding of such Borrowing, and
an additional 10% of the original principal amount of the Borrowing made as to
such Floor Plan Unit will be due and payable 15 months from the date of the original
funding of such Borrowing.  For purposes
of this Section 8.2(a), the


 


32
















 


date of sale shall be the earlier of the date
on which the purchaser takes possession of a Floor Plan Unit, the date on which
the purchaser otherwise acquires a legal right to a Floor Plan Unit, or the
date the Company receives payment for the purchase of the Floor Plan Unit.


 


(b)                                 Used Floor Plan Units. Principal curtailments (repayments) relating to
Borrowings for Eligible Used Floor Plan Units shall be due as follows: (i) the
entire balance owed on a Floor Plan  Unit shall be
due upon the earliest of (A) one Business Day from the receipt of proceeds from
the sale of a Floor Plan Unit, (B) four Business Days from the sale of a Floor
Plan Unit, (C) one Business Day after a Floor Plan Unit ceases, for any reason,
to qualify as an Eligible Used Floor Plan Unit, or (D) 12 months from the date
of the original Borrowing made as to any specific Floor Plan Unit; and (ii) if
not previously sold or otherwise disposed of, 10% of the original principal
amount of the Borrowing made as to any specific Eligible Used Floor Plan Unit
will be due and payable six months from the date of the original funding of
such Borrowing, and an additional 10% of the original principal amount of the
Borrowing made as to such Floor Plan Unit will be due and payable nine months
from the date of the original funding of such Borrowing. For purposes of this
Section 8.2(b), the date of sale shall be the earlier of the date on which
the purchaser takes possession of a Floor Plan Unit, the date on which the
purchaser otherwise acquires a legal right to a Floor Plan Unit, or the date
the Company receives payment for the purchase of the Floor Plan Unit.


 


(c)                                  All Loans. All Loans
shall be due and payable in full on the Termination Date.


 


Section 8.3. Terminations. (a)  The Company
shall have the right at any time and from time to time after the Restatement
Date, upon seven Business Days prior notice to the Agent (which shall promptly
so notify the Lenders) and payment to the Agent of the fees specified in this
Section 8.3, to ratably terminate in whole or in part (but if in part,
then in an aggregate amount not less than $1,000,000 or such greater amount
which is an integral multiple of $100,000) the Commitments; provided that the Commitments may not be reduced to an
amount less than the aggregate principal amount of the Loans then
outstanding.  To terminate any portion of
the Commitments on or before May 15, 2005, the Company must pay to the Agent,
for the benefit of the Lenders, a fee equal to three percent of the amount of
the terminated Commitments.  To terminate
any portion of the Commitments after May 15, 2005, but on or before May 15,
2006, the Company must pay to the Agent, for the benefit of the Lenders, a fee
equal to two percent of the total amount of the terminated Commitments.  To terminate any portion of the Commitments
after May 15, 2006, and before the Termination Date, the Company must pay to
the Agent, for the benefit of the Lenders, a fee equal to one half of one
percent of the amount of the terminated Commitments.


 


(b)
Notwithstanding the provisions of Section 8.3(a), if the Company, LD
Holdings, RV Acquisition, BRS LP, or any other shareholders of RV Acquisition
desire to engage in a transaction that would trigger a Change in Control and,
in their sole discretion, the Required Lenders decline to consent to the Change
in Control, the


 


33
















 


foregoing termination fees will be waived by
the Lenders if, simultaneously with the Change in Control, the Company pays all
amounts owed to the Lenders under this Agreement and the other Financing
Documents and terminates the Commitments. 
If the Required Lenders consent to a proposed Change in Control and the
Commitments are terminated notwithstanding that consent, however, the fees
provided by this Section 8.3 will not be waived and the Company shall pay
those fees in connection with the termination of the Commitments.


 


Section 8.4. Intentionally Omitted.


 


Section 8.5. Place and Application of Payments. All  payments of
principal, interest, fees and all other Obligations payable to the Agent or the
Lenders hereunder shall be made to the Agent at Bank of America, N.A., ABA No.
1110000012, Bank of America Account, Account No. 375 320 7600, Reference Lazy
Days R.V. (or at such other place as the Agent may specify) on the date any
such payment is due and payable. Payments received by the Agent after 11:00
a.m. (New York, New York time) shall be deemed received as of the opening of
business on the next Business Day. All such payments shall be made in lawful
money of the United States of America, in immediately available funds at the
place of payment, without set-off or counterclaim. Except as herein provided,
all payments shall be received by the Agent for the ratable account of the
Lenders and shall be promptly distributed by the Agent ratably to the Lenders.


 


So long as no Event of Default then exists,
(i) all payments received by the Agent in respect of the Obligations that are
designated by the Company at the time of payment as principal payments for
specified Floor Plan Units shall be applied to the principal amounts
outstanding in respect of those Floor Plan Units, (ii) all payments received by
the Agent in respect of the Obligations that are designated by the Company at
the time of payment as interest payments shall be applied to the applicable
interest invoice specified by the Company when it remits those payments to the
Agent, and (iii) all payments of fees, costs, and other amounts received by the
Agent in respect of the Obligations shall be applied in the manner specified by
the Company when it remits those payments to the Agent. If the Company fails to
indicate the manner in which a particular payment should be applied at the time
of payment, the Agent may apply those amounts as it determines in its
reasonable discretion.


 


Anything
contained herein to the contrary notwithstanding, all payments and collections
received in respect of the Obligations and all proceeds of Collateral received,
in each instance, by the Agent or any of the Lenders from the Collateral Agent
after the occurrence of an Event of Default shall be remitted to the Agent and
distributed as follows:


 


(a)                                  first, to the payment of any outstanding costs and
expenses incurred by the Agent in monitoring, verifying, protecting, preserving
or enforcing the Liens on the Collateral, and in protecting, preserving or
enforcing rights under this Agreement or any of the other Financing Documents,
and in any event including all costs and expenses of a character which the
Company has agreed to pay under Section 15.1 (such funds to be


 


34
















 


retained by the Agent for its own account
unless it has previously been reimbursed for such costs and expenses by the
Lenders, in which event such amounts shall be remitted to the Lenders to
reimburse them for payments theretofore made to the Agent);


 


(b)                                 second, to the payment of any outstanding interest and
fees due under this Agreement other than for principal, pro rata as among the
Agent and the Lenders in accordance with the amount of such interest and fees
owing each;


 


(c)                                  third, to the payment of the outstanding principal of
the Notes then due under Section 8.2 pro rata as among the Lenders in  accordance with the then respective unpaid principal
balances of such Notes;


 


(d)                                 fourth, to the payment of the principal amount of any
Loans made by the Agent and the Lenders pursuant to Section 1.2(b) and for
which Settlement has not been made pursuant to Section 8.6 pro rata as
among the Agent and the Lenders in accordance with the amount of such principal
owing to each;


 


(e)                                  fifth, to the payment of the outstanding principal of
the Notes pro rata as  among the
Lenders in accordance with the respective unpaid principal balances of such
Notes; and


 


(f)                                    sixth, to the Agent and the Lenders pro rata in accord
with the amounts of any other indebtedness, obligations or liabilities of the
Company owing to them hereunder and under the Notes unless and until all such
indebtedness, obligations and liabilities have been fully paid and satisfied.


 


If an Event of Default has occurred and is continuing, all payments
received by the Lenders or the Agent shall be remitted to the Collateral Agent
for application pursuant to the Collateral Agency Agreement.  Notwithstanding the foregoing, (i) a Lender
that has failed to make any required Settlement payment to any other Lender
pursuant to Section 8.6 shall not be entitled to receive any distributions
under this Section 8.5 until such Settlement payment obligation has been
satisfied in full, and (ii) all payments received by the Agent pursuant to any
Eligible Repurchase Agreement shall be applied first to repay in full
the outstanding principal of the relevant Borrowing owed to Bank of America,
N.A. and second pro rata to repay in full the outstanding principal
amount of such Borrowing owed to the other Lenders.


 


The Company
acknowledges and agrees that the Agent, for the benefit of the Lenders (and, on
a pari passu basis, the lenders under the WF Credit Facilities, to the extent
provided in the Intercreditor Agreement), has and is hereby granted a Lien on
the Operating Account and the Participation Account as collateral for the Obligations.


 


Section 8.6. Weekly Settlement. (a)  In order to
minimize the frequency of transfers of funds between the Agent and each Lender,
advances and repayments of Loans will be settled according to the procedures
described in this Section 8.6. The Agent shall, once every seven days, or,
so long as a Default or Event of Default exists, sooner, if so elected


 


35
















 


by the Agent in its discretion but in each
case on a Business Day, (each such day being a “Settlement
Date”)  distribute to each Lender a
statement (the “Agent’s Report”)  disclosing as of the immediately preceding Business Day,
the aggregate unpaid principal balance of Loans outstanding as of such date,
repayments and prepayments of principal received from the Company with respect
to the Loans since the immediately preceding Agent’s Report and additional
Loans made to the Company since the date of the immediately preceding Agent’s
Report. Each Agent’s Report shall disclose the net amount (the “Settlement Amount”)  due to or due
from the Lenders to effect a Settlement of any Loan. The Agent’s Report
submitted to a Lender shall be, absent manifest error, prima facie evidence of
the amount due to or from such Lender to effect a Settlement of any Loan. If the
Agent’s Report discloses a net amount due from the Agent to any Lender to
effect the Settlement of a Loan, the Agent, concurrently with the delivery of
the Agent’s Report to the Lenders, shall transfer, by wire transfer or
otherwise, such amount to such Lender in funds immediately available to such
Lender, in accordance with such Lender’s instructions. If the Agent’s Report
discloses a net amount due to the Agent from any Lender to effect the
Settlement of any Loan, then such Lender shall wire transfer such amount, in
funds immediately available to the Agent, as instructed by the Agent. Such net
amount due from a Lender to the Agent shall be due by 2:00 p.m. (New York, New
York time) on the Settlement Date if such Agent’s Report is received before
11:00 a.m. (New York, New York time) and such net amount shall be due by 2:00
p.m. (New York, New York time) on the first Business Day following the
Settlement Date if such Agent’s Report is received after 11:00 a.m. (New York,
New York time). Notwithstanding the foregoing, payments actually received by
the Agent (which shall be credited on the day received if received prior to
11:00 a.m. (New York, New York time)) with respect to the following items shall
be distributed by the Agent to each Lender as follows:


 


(i)                                     as soon as possible, but in any event within one
Business Day after receipt thereof by the Agent, payments applicable to
interest on the Loans shall be paid to each Lender in proportion to its pro
rata share of the Loans (based on the outstanding principal amount of funds
actually advanced by such Lender with respect to such Loans). Each Lender’s
share of interest accruing each day on the Loans shall be based on such
Lender’s Daily Loan Balance. For purposes hereof, the term “Daily Loan Balance”  shall mean as
of any day for any Lender, an amount calculated as of the end of that day by
subtracting (a) the cumulative principal amount paid by the Agent to such
Lender on account of Loans from the Restatement Date through and including the
date as of which the Daily Loan Balance is being determined from (b) the
cumulative principal amount advanced by such Lender to the Agent for the
benefit of the Company to fund Loans made on and after the Restatement Date
through and including such date of determination; and


 


(ii)                                  as soon as possible, but in any event within one
Business Day after receipt thereof by the Agent, payments applicable to the
fees set forth in Section 3.2 and expenses payable under this Agreement,
shall in each case be paid to each Lender as set forth therein.


 


36
















 


(b)                                 In the event that any
bankruptcy, reorganization, liquidation, receivership or similar cases or
proceedings in which the Company is a debtor prevent the Agent or any Lender
from making any Loan to effect a Settlement contemplated hereby, the Agent or
such Lender, as the case may be, will make such dispositions and arrangements
with the other Lenders with respect to such Loans, either by way of purchase of
participations, distribution, pro tanto assignment of claims, subrogation or
otherwise, as shall result in each Lender’s share of the outstanding Loans
being equal, as nearly as may be, to the percentage which such Lender’s
Commitment bears to the Commitments of all the Lenders.


 


(c)                                  Payments to effect a
Settlement shall be made without set-off, counterclaim or reduction of any
kind. The failure or refusal of any Lender to make available to the Agent at
the aforesaid time and place the amount of the Settlement Amount due from such
Lender (i) shall not relieve any other Lender from its several obligation
hereunder to make available to the Agent the amount of such other Lender’s
Settlement Amount and (ii) shall not impose upon such other Lender any
liability with respect to such failure or refusal or otherwise increase the
Commitment of such other Lender.


 


Section 8.7. Notations. Each Loan made against a Note and the outstanding
principal balance thereof and interest rate thereon shall be recorded by the
relevant Lender on its books and records or, at its option in any instance,
endorsed on a schedule to its Note and the unpaid principal balance and
interest rate so recorded or endorsed by such Lender shall absent manifest
error be prima facie evidence in any court or other proceeding brought to
enforce such Note of the principal amount remaining unpaid thereon and the
interest rate applicable thereto; provided that
the failure of a Lender to record any of the foregoing shall not limit or
otherwise affect the obligation of the Company to repay the principal amount of
such Note together with accrued interest thereon. Prior to any negotiation of a
Note, a Lender shall record on a schedule thereto the status of all
amounts evidenced thereby and the rate of interest applicable thereto.


 


Section 8.8. Redemption of Notes. The Company will not and will not permit any
Affiliate, to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the Notes except upon payment
or prepayment of such Notes in accordance with the terms of this Agreement.


 


SECTION 9.                                AFFIRMATIVE
COVENANTS.


 


The Company covenants that so long as credit
is available to or in use by the Company hereunder:


 


Section 9.1. Compliance with Law. The Company will comply with all laws, ordinances
or governmental rules or regulations to which it is subject, including, without
limitation, ERISA, the Code, and Environmental Laws, and will obtain and
maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations


 


37
















 


necessary to the ownership of its Properties
or to the conduct of its business, in each case to the extent necessary to
ensure that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain  in
effect such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 


Section 9.2.  Insurance.  (a)  All risk of loss of Collateral
shall be borne solely by the Company.


 


(b)                                 The Company shall
maintain at its own expense, with commercial insurers that are licensed to do
business in the State of Florida and have an A.M. Best’s rating of A (or
better) and Class IX (or higher) (for purposes of this Section 9.2, Lloyds
of London is an acceptable insurer) and shall comply with all terms and
conditions of the following insurance coverages:


 


(i)                                     the Company shall maintain all risk property
insurance against direct physical loss or damage on an all risks basis,
including windstorm and hurricane and comprehensive boiler and machinery
coverage, subject to a maximum deductible of two percent (2%) per building and
$100,000 per occurrence (and 5% maximum deductible for windstorm coverage). The
property shall be insured for the full replacement cost and such policy shall
contain an agreed amount endorsement waiving any coinsurance penalty;


 


(ii)                                  at all times on and after the Restatement Date,
as an extension of the coverage required under Section 9.2(b)(i), the
Company shall maintain business interruption insurance on a profits form
including extra expense in an agreed amount not less than $5,000,000 with an
extended minimum period of indemnity of six (6) months, subject to a maximum
five-day waiting period or $100,000 deductible and shall contain an agreed
amount endorsement waiving any coinsurance penalty;


 


(iii)                               the Company shall maintain commercial general liability insurance written
on an occurrence basis with a limit of not less than $1,000,000 each occurrence
and $2,000,000 in the aggregate. Such coverage shall include, but not be
limited to, premises/operations, blanket contractual liability, independent
contractors, broad form products and completed operations, personal injury,
fire legal liability and employee benefits liability. Such insurance shall not
exclude coverage for punitive or exemplary damages where insurable by law;


 


(iv)                              the Company shall maintain workers’ compensation insurance in accordance
with statutory provisions covering accidental injury, illness or death of an
employee of the Company while at work or in the scope of his or her employment
with the Company and employer’s liability insurance in an amount not less than
$500,000. Such coverage shall not contain any occupational disease exclusions;


 


38
















 


(v)                                 the Company shall maintain automobile liability
insurance covering owned, non-owned, leased, hired or borrowed vehicles against
bodily injury or property damage. Such coverage shall have a limit of not less
than $1,000,000;


 


(vi)                              the Company shall maintain excess or umbrella liability insurance in an
amount not less than $15,000,000, written on an occurrence basis providing
limits in excess of the insurance limits required under
Section 9.2(b)(iii), (b)(iv) (employers liability only), (b)(v), (b)(ix),
(b)(x), and (b)(xi). Such insurance shall follow from the primary insurances
and drop down in case of exhaustion of underlying limits and/or aggregates.
Such insurance shall not exclude coverage for punitive or exemplary damages
where insurable by law;


 


(vii)                           the Company shall maintain employee dishonesty insurance in an amount not
less than $100,000 including Inside/Outside coverage in an amount not less than
$15,000 and Depositors Forgery in an amount not less than $50,000;


 


(viii)                        the Company shall maintain employment practices liability insurance
written on a claims-made basis with a limit of not less than $1,000,000 each
loss and in the aggregate with a deductible not to exceed $50,000;


 


(ix)                                the Company shall maintain employed lawyers professional liability
insurance written on a claims-made basis with a limit of not less than
$1,000,000 each claim and in the aggregate with a deductible not to exceed
$25,000;


 


(x)                                   the Company shall maintain miscellaneous
professional liability insurance written on a claims-made basis with a limit of
not less than $1,000,000 each claim and in the aggregate with a deductible not
to exceed $25,000;


 


(xi)                                the Company shall maintain garage liability insurance in an amount not
less than $1,000,000 for bodily injury and property damage to third parties
arising out of the operations of selling, maintaining and servicing licensed
vehicles; garagekeepers insurance in an amount not less than $11,000,000 for
physical damage to customers’ vehicles in the care, custody and control of the
Company with a deductible not more than $25,000 for any one event; and garage
physical damage insurance covering physical damage to owned vehicles in an
amount not less than the value of the inventory for any one event; and garage
physical damage insurance covering physical damage to owned vehicles in an
amount not less than the value of the inventory;


 


(xii)                             at all times on and after the Restatement Date, the Company shall
maintain directors and officers liability insurance in an amount not less than
$5,000,000; coverage to be provided for the new board of directors with an


 


39
















 


effective date
as of the Restatement Date. Policy to cover prior acts of the former directors
and officers of the Company, without limitation;


 


(xiii)                          until all the assets of the LDRV ESOP have been distributed to its
participants in accordance with applicable law, the Company shall maintain an
employee dishonesty policy for the LDRV ESOP with an effective date on or
before the Restatement Date in an amount satisfactory to comply with
ERISA.  Appropriate tail coverage shall
be maintained for not less than two years after the final asset distribution by
the LDRV ESOP; and


 


(xiv)                         until all
the assets of the LDRV ESOP have been distributed to its participants in
accordance with applicable law, the Company shall maintain fiduciary liability
insurance in an amount not less than $5,000,000 insuring the Company against
losses arising out of the administration of the LDRV ESOP, with an effective
date before the Restatement Date. Appropriate tail coverage shall be maintained
for not less than three years after the final asset distribution by the LDRV
ESOP.


 


(c)                                  The Company shall maintain such other insurance
to such extent and against such risks, as are reasonably satisfactory to the
Collateral Agent.


 


(d)                                 All such insurance policies shall name the
Collateral Agent, for itself and for the benefit of all the Agents and the
Lenders as additional insureds (the “Additional Insureds”)
and, with respect to property insurance covering the Collateral, naming the
Collateral Agent and its successors and assigns as first loss payee under a
standard lender’s loss payee rider. Such insurance policies shall provide: (1)
breach of warranty providing that the interest of the Additional Insureds shall
not be invalidated by an action or inaction of the Company, (2) waiver of
subrogation, set-off or counterclaim by the insurer against Additional
Insureds, (3) 30 days’ prior written notice of cancellation, termination or
material modification to Additional Insureds, (4) confirmation that coverage is
primary and non-contributory with respect to any other insurance available for the
protection of the Additional Insureds, (5) severability of interest clause in
each liability policy providing each Additional Insured the same protection as
would have been available had these policies been issued individually to each
of them, except that this fact shall not in any event increase the total
liability of the insurer beyond the limits set forth in the policies, and (6)
that the Collateral Agent and other Additional Insureds and their respective
subsidiaries and affiliates have no responsibility for premiums.


 


(e)                                  At all times on and after the Restatement Date,
the Company shall maintain key man life insurance in the amount of $10,000,000
on the life of Wallace and $2,000,000 on the life of Thibault.


 


(f)                                    On the Restatement Date and at least thirty (and
not more than 60) days prior to each anniversary of the date of Restatement
Date, the Company shall deliver or cause to be delivered to the Collateral
Agent an insurance broker’s opinion letter from the Company’s independent
insurance agent confirming that the insurance premiums with


 


40
















 


respect to the policies of insurance required
to be maintained pursuant to this Section 9.2 have been paid, that such
policies are in force, and that such policies meet the insurance requirements
set forth in this Section 9.2. The Company shall also furnish or cause to
be furnished a certificate of insurance evidencing that all the coverages
listed in Section 9.2 have been renewed and continue to be in full force and
effect for such period as shall be then stipulated, (ii) specify the insurers
with whom the insurances are carried and (iii) contain such other
certifications and undertakings as are customarily provided to Lenders, as
reasonably requested by the Collateral Agent.


 


(g)                                 Upon the request of the Collateral Agent, the
Agent or any Lender, the Company will provide copies of the insurance policies
maintained by the Company. In the event the Company, at any time or times
hereafter, shall fail to obtain or maintain  any of the
policies or insurance required herein or to pay any premium in whole or part
relating thereto, then the Collateral Agent, without waiving or releasing any
obligations or resulting Event of Default, may at any time or times thereafter
(but shall be under no obligation to do so) obtain and maintain such policies
of insurance and pay such premiums and take any other action with respect
thereto which the Collateral Agent deems advisable. The Collateral Agent shall
provide the Company with contemporaneous notice of any action taken by the
Collateral Agent and any such payments shall be part of the indebtedness
secured by the Security Documents, secured by the Collateral and payable on
written demand.


 


Section 9.3. Maintenance of Properties, Environmental Matters, Etc. The Company will maintain and keep, or cause to
be maintained and kept, its properties in good repair, working order and
condition (other than ordinary wear and tear), so that the business carried on
in connection therewith may be properly conducted at all times, provided that this Section 9.3 shall not prevent the
Company from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business
and the Company has concluded that such discontinuance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of this Section 9.3, the Company: (i)
shall maintain its Properties in compliance in all Material respects with any
applicable Environmental Laws; (ii) shall obtain and maintain in full force and
effect all governmental approvals required for its operations at or on its
properties by any applicable Environmental Laws; (iii) shall cure as soon as
practicable any material violation of applicable Environmental Laws with
respect to any of its Properties; (iv) shall not, and shall not permit any
other Person to, own or operate on any of its Properties any landfill or dump
or hazardous waste treatment, storage or disposal facility as defined pursuant
to the Resource Conservation and Recovery Act of 1980, as amended, or any
comparable state law; (v) shall not use, generate, treat, store, release or
dispose of Hazardous Materials at or on any of its Properties (including
without limitation, any underground storage tanks) except in the ordinary
course of its business and in Material compliance with all Environmental Laws;
and (vi) shall notify each Lender in writing, and within a reasonable period of
time, and provide any reasonably requested documents, upon learning of any
Material environmental claim or Material violation of any Environmental Laws,
or any release of a reportable quantity (as determined under any


 


41
















 


Environmental Law) of a Hazardous Material,
or any claim arising out of or in connection with a release of a Hazardous
Material, which arises in connection with any of its Properties, and any other
environmental or health and safety condition which would reasonably be expected
to result in any material interference with the use or operation of any of its
Properties or could reasonably be expected to have a Material Adverse Effect.
With respect to any release of Hazardous Materials, the Company shall conduct
any necessary or required investigation, study, sampling and testing, and
undertake any cleanup, removal, remedial or other response action necessary to
remove, clean up or abate any material quantity of Hazardous Materials released
or disposed at or on any of its properties as required by any applicable
Environmental Law.


 


Section 9.4. Payment of Taxes and Claims. The Company will file all tax returns required to
be filed in any jurisdiction and will pay and discharge all taxes shown to be due
and payable on such returns and all other taxes, assessments, governmental
charges, or levies imposed on it or any of its Properties, assets, income or
franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent and all claims for which sums
have become due and payable that have or might become a Lien on properties or
assets of the Company, provided that
the Company need not pay any such tax or assessment or claims if (i) the
amount, applicability or validity thereof is contested by the Company on a
timely basis in good faith and in appropriate proceedings, and the Company has
established reserves reasonably deemed by it to be adequate on its books with
respect thereto and (ii) the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect and any Lien resulting from such nonpayment of any such tax or
assessment or claim is and remains a Permitted Lien.


 


Section 9.5. Corporate Existence, Etc.  The Company will at all times preserve and keep
in full force and effect its corporate existence. The Company will at all times
preserve and keep in full force and effect all rights and franchises of the
Company unless, in the good faith judgment of the Company, the termination of
or failure to preserve and keep in full force and effect such right or
franchise could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. 
Immediately, but in any event within five days after it obtains a new
organizational identification number, the Company shall notify the Agent in
writing of the new number.


 


Section 9.6. Inventory Location, etc.  The
Company shall keep all Collateral and shall maintain its chief executive
offices only at 6150 Lazy Days Boulevard, Seffner, Florida 33584.


 


Section 9.7. Taxes.


 


(a)                                  Payments Free and Clear of Taxes.
Any and all payments by the
Company hereunder, under the Notes or under any other Financing Document shall
be made free and clear of and without deduction for any and all present or
future taxes (including any excise taxes), levies, imposts, deductions,
charges, penalties, assessments, or withholdings, and all liabilities with
respect thereto, excluding, in the case of each


 


42
















 


Lender, taxes imposed on its income, capital,
profits or gains and franchise taxes imposed on it, in each case by (i) the
United States (including, without limitation, withholding taxes imposed by the
United States) including any authority, agency or instrumentality thereof, (ii)
the jurisdiction in which such Lender’s office is located or (iii) the
jurisdiction in which such Person is organized, managed, controlled or doing
business, in each case including all political subdivisions thereof (all such
taxes, levies, imposts, deductions, charges, withholdings and liabilities not
excluded by the foregoing clauses (i), (ii) or (iii) being hereinafter referred
to as “Taxes”). If
the Company shall be required by law to withhold or deduct any Taxes from or in
respect of any sum payable hereunder, under the Notes or under any other
Financing Document to such Lender or the Collateral Agent, (x) such gain
payable shall be increased as may be necessary so that after making all
required withholdings or deductions (including withholdings or deductions
applicable to additional sums payable under this Section 9.7) such Lender
or the Collateral Agent (as the case may be) receives an amount equal to the
sum it would have received had no such withholdings or deductions been made,
(y) the Company shall make such withholdings or deductions, and (z) the Company
shall pay the full amount withheld or deducted to the relevant taxation
authority or other authority in accordance with applicable law.


 


(b)                                 Other Taxes. In addition, the Company agrees to pay any
present or future stamp, value-added or documentary taxes or any other excise
or property taxes, charges or similar levies which arise from and which relate
directly to (i) any payment made under any Financing Document or (ii) the
execution, delivery or registration of or otherwise with respect to, the
Original Credit Agreement, the First Amended and Restated Credit Agreement,
this Agreement, the Notes or any other Financing Document (hereinafter referred
to as “Other Taxes”).


 


(c)                                  Indemnification. The Company will indemnify the Agents and each
Lender against, and reimburse each on written demand for, the full amount of
all Taxes and Other Taxes (including, without limitation, any Taxes or Other
Taxes imposed by any Governmental Authority on amounts payable under this
Section 9.7 and any additional income or franchise taxes resulting
therefrom) incurred or paid by such Lender or the Collateral Agent (as the case
may be) or any affiliate of such Lender and any liability (including penalties,
interest, and out-of-pocket expenses paid to third parties) arising therefrom
or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or lawfully payable; provided that
the Company shall not be obligated to indemnify any Lender, the Collateral
Agent or any affiliate of such Lender for liability resulting from such
Person’s gross negligence or willful misconduct or its failure to give notice
thereof to the Company within a reasonable period after it becomes aware of
such Taxes or Other Taxes. A certificate as to any amount payable to any Person
under this Section 9.7 submitted by such Person to the Company shall,
absent manifest error, be final, conclusive and binding upon all parties
hereto. This indemnification shall be made within thirty (30) days from the
date such Person makes written demand therefor and within thirty (30) days
after the receipt of any refund of the Taxes or Other Taxes following final
determination that the Taxes or Other Taxes which gave rise to the
indemnification were not required to be paid, such Person shall repay the
amount of such


 


43
















 


paid indemnity to the Company. Such Person
agrees to take reasonable efforts to pursue any right such Person has to any
rebate, refund or credit of such paid indemnity.


 


(d)                                 Receipts. Within thirty (30) days after the date of any
payment of Taxes or Other Taxes by the Company, the Company will furnish to the
Lender or Lenders affected thereby, the original or a certified copy of a
receipt or other documentation reasonably satisfactory to such Lender
evidencing payment thereof. The Company will furnish to any Lender upon such
Lender’s request from time to time an Officer’s Certificate stating that all
Taxes and Other Taxes of which it is aware that are due have been paid and that
no additional Taxes or Other Taxes of which it is aware are due.


 


(e)                                  Withholding Forms. (i) Each Lender that is not created or organized
under the laws of the United States or a political subdivision thereof shall
deliver to the Company on or before the date of the Restatement Date or upon
becoming, and from time to time thereafter upon the Company’s request, a Lender
a true and accurate certificate executed in duplicate by a duly authorized
officer of such Lender to the effect that such Lender is eligible to receive
payments hereunder and under the Notes without deduction or withholding of
United States federal income tax (I) under the provisions of an applicable tax
treaty concluded by the United States (in which case the certificate shall be
accompanied by two duly completed copies of IRS Form 1001 (or any successor or
substitute form or forms)) or (II) under Sections 1441(c) (1) and l442(a) of
the Code (in which case the certificate shall be accompanied by two duly
completed copies of IRS Form 4224 (or any successor or substitute form or
forms)) or (III) in the case of any Lender claiming exemption from United
States withholding tax with respect to “portfolio interest,”
a properly completed and executed IRS Form W-8 (or any successor or substitute
form or forms) and a certificate representing that such holder is not a “bank” for purposes of Section 881(c) of the Code, is
not a “10% shareholder” of the Company within
the meaning of Section 871(h)(3)(B) of the Code, and is not a “controlled foreign corporation” with respect to the Company
within the meaning of Section 864(d)(4) of the Code.


 


Section 9.8. Landlord Consents; Mortgagee Acknowledgements. In addition to (but without duplication of) the
requirements of Section 4, concurrently with the Restatement Date (to the
extent not already done before the Restatement Date), the Company shall deliver
to the Collateral Agent (which shall provide copies to each of the Lenders),
with respect to each parcel of real estate leased by the Company and on which
any Collateral is stored or kept, a consent and waiver of the lessor and any
other Person holding a fee or leasehold interest in, or a mortgage on, such real
estate, pursuant to which such Person or Persons shall consent to (i) the entry
upon such Property and removal of any and all Property of the Company, and (ii)
notice of defaults to and cures by the Lenders, and which consent and waiver
shall otherwise be in form and substance satisfactory to the Required Lenders.
Upon obtaining a consent, the Company shall promptly record such consent in the
real estate records for such Property.


 


Section 9.9. Intentionally Omitted.


 


44
















 


Section 9.10. Use of Proceeds. All proceeds of Loans shall be used as provided
in Section 5.14.


 


Section 9.11. Consignment Units.  The
Company shall maintain and make available to the Agent and the Lenders at all
times a complete, accurate, and detailed list of all Consignment Units held for
sale or lease.  Before accepting a
Consignment Unit from any supplier or manufacturer, the Company shall deliver
to the Agent and the Lenders a letter from the supplier or manufacturer, in
form and substance satisfactory to the Agent, confirming that the supplier or
manufacturer has an interest only in the particular Consignment Unit and any
identifiable cash proceeds from that Consignment Unit and that the supplier or
manufacturer does not have any interest in any other property of the Company,
including without limitation any trade-in units associated with the sale or
lease of the Consignment Unit.


 


Section 9.12. LDRV ESOP Termination.  The Company will not at any time undertake any action that would adversely
affect the LDRV ESOP’s status and will maintain the LDRV ESOP in accordance
with applicable law with respect to its post termination distribution to
participants.  Within 45 days after the
Restatement Date, the Company shall provide the Agent with evidence that the
Company has applied for a favorable determination letter from the IRS on Form
5310 that, notwithstanding their termination, the LDRV ESOP and LDRV ESOT will
qualify for tax-qualified status under Section 401(a) of the Code and
related sections of the Code. The Company shall obtain and furnish to the
Agent, as soon as available and in any event within 10 days after receipt
thereof, a copy of the favorable determination letter (as well as each
communication from the IRS indicating that a favorable determination letter
might not be) received from the IRS on account of the LDRV ESOP and the LDRV
ESOT.


 


Section 9.13. [Intentionally Omitted].


 


Section 9.14. Repurchase Agreements. The Company agrees to use its reasonable best
efforts to cause the manufacturers of Eligible New Floor Plan Units to enter
into inventory repurchase agreements in form and substance acceptable to the
Collateral Agent.


 


SECTION 10.                          NEGATIVE COVENANTS.


 


The Company covenants that so long as any
credit is available to or in use by the Company hereunder:


 


Section 10.1. Name Change.  The Company shall
not change its name, organizational identification number, or state of
organization; provided however, that the Company may change its name upon at
least 30 days prior written notice to the Agent and the Lenders of the change
and so long as, at the time of the written notification, the Company provides
any financing statements necessary to perfect the Liens of the Agent and the
Lenders.


 


45
















 


Section 10.2. Debt Service Coverage Ratio. The Company will not permit the Debt Service
Coverage Ratio at the end of each calendar month to be less than 1.20.


 


Section 10.3. New Notes.  If the
Company is obligated under the terms of the Indenture to tender a “Free Cash
Flow Offer” to the holders of the New Notes (as that term is defined in the
Indenture), the Company will not redeem any of the New Notes in an amount
exceeding the lesser of 50% of the Company’s “Free Cash Flow,” as that term is
defined in the Indenture, for the applicable period (or 58% of the Company’s
“Free Cash Flow,” in the case of the period ending December 31, 2004) or
any lesser amount required to be paid by the Indenture; provided that, if the
aggregate purchase price of the New Notes redeemed in accordance with the
Indenture and this Section 10.3 is less than the amount permitted by this
Section 10.3 for any applicable six-month period (such difference, the “Carryover Amount”), the Company may include the Carryover
Amount in the amount of the Free Cash Flow Offer (if any) for the next
succeeding six-month period (but no other six-month period).


 


Section 10.4.
Current Ratio.  The Company will not permit the
Current Ratio at the end of each calendar quarter, to be less than 1.15.


 


Section 10.5.  Limitation on
Capital Expenditures.  The
Company will not permit the sum of (a) the aggregate amount of Maintenance
Capital Expenditures and (b) the aggregate amount of Expansion Capital
Expenditures, each to be determined at the end of each calendar month for the
immediately preceding rolling twelve-month period, to be greater than
$5,000,000 plus any insurance proceeds received by the Company with respect to
its assets (other than with respect to the Collateral).


 


Section 10.6.  Compensation; Management Fees.  (a)  The Company will not, at any time,
permit total direct and indirect compensation to Wallace or Thibault to exceed
the respective amounts permitted by Sections 1(c), 1(d), 2, and 9(h) of the
Wallace Employment Agreement and Sections 1(c), 1(d), 2, and 9(h) of the
Thibault Employment Agreement, respectively, and with respect to Wallace, under
the Noncompete Agreement.  The Company
may pay incentive, bonus, and other cash compensation to Persons who are not
Affiliates or directors, shareholders, or partners of the Company, LD Holdings,
RV Acquisition, or BRS LP or any of their respective Affiliates if the payment
is consistent with the Company’s past practices, is incurred in the ordinary
course of business for services rendered to or on behalf of the Company, and is
a deductible expense of the Company for federal income tax purposes or if the
payment is otherwise permitted by Section 10.25.


 


(b)           The Company shall defer and not pay
any amounts owed to Wallace, Bruckmann, Rosser, Sherrill & Co., L.L.C. or
any other Person under the Management Agreement or any other management fees to
any Person at any time that the Company is not in full compliance with all of
its covenants under this Agreement (including without limitation the financial
covenants in Section 10 of this Agreement).  Additionally, the Company shall not pay any
amounts owed to Wallace, Bruckmann, Rosser, Sherrill & Co., L.L.C., or any
other Person under the Management Agreement or any other


 


46
















 


management fees to any Person if the payment
of that fee, compensation, or other amount would cause the Company to be in
breach of or default under this Agreement (with notice, lapse of time, or
otherwise).  Notwithstanding the
foregoing, the Company may accrue the foregoing amounts and pay them to
Wallace, Bruckmann, Rosser, Sherrill & Co., L.L.C., or other Person under
the Management Agreement or any other arrangement, as the case may be, upon the
termination of the Event of Default, if the payment would not then cause the
Company to be in breach of or default under this Agreement (with notice, lapse
of time, or otherwise).


 


Section 10.7. Accounts Payable.  The
Company will not extend any accounts payable beyond 60 calendar days past due,
unless such accounts payable are disputed by the Company in good faith, are
subject to a right of offset by the Company or otherwise similarly should not
be paid in the business judgment of the Company, and could not materially
adversely affect the assets (including, without limitation, any collateral
under any of the Financing Documents) or operations of the Company or the
rights or remedies of any Lender, the Agent, or the Collateral Agent.


 


Section 10.8. Limitations on Debt. The Company will not create, assume, guarantee or
otherwise incur or in any manner be or become liable in respect of any Debt,
except:


 


(1)                                  Debt evidenced by the Notes (as amended from time
to time);


 


(2)                                  Debt
evidenced by the WF Credit Agreement;


 


(3)                                  Any Swap entered into by the Company on an
unsecured basis or secured by the same collateral that secures the Financing
Documents, but on a junior and subordinate basis satisfactory to the Collateral
Agent and the Required Lenders, as part of an interest rate protection program
approved in writing by the Required Lenders prior to the Company’s entering
into such Swap;


 


(4)                                  secured
Debt of the Company permitted pursuant to Section 10.9(h) in an aggregate
principal amount not to exceed $2,500,000; and


 


(5)                                  debt under the New Notes;


 


(6)                                  refinancings, renewals, or extensions of Debt
permitted under clause (2) (and continuances or renewals of any Permitted Liens
associated therewith) as long as (a) the terms and conditions of the
refinancings, renewals, and extensions do not, in the Agent’s and the Lenders’
judgment, materially impair the prospects of repayment of the Obligations by
the Company or materially impair the Company’s creditworthiness, (b) the
refinancings, renewals, or extensions do not result in an increase in the
principal amount of, or interest rate with respect to, the Debt so refinancing,
renewed, or extended, (c) the refinancings, renewals, or extensions do not
result in the shortening of the average weighted maturity of the Debt so
refinanced, renewed, or extended, nor are they


 


47
















 


on terms and
conditions that, taken as a whole, are materially more burdensome or
restrictive to the Company, (d) if the Debt that is refinanced, renewed, or
extended was subordinated in right of payment to the Obligations, then the
terms and conditions of the refinancing, renewal, or extension of Debt must
include subordination terms and conditions that are at least as favorable to
the Agent and the Lenders as those that were applicable to the refinanced,
renewed, or extended Debt, and (e) the Debt that is refinanced, renewed, or
extended is not recourse to any Person that is liable on account of the
Obligations other than those Persons that were obligated with respect to the
Debt that was refinanced, renewed, or extended;


 


(7)                                  Debt in respect of Capital Lease Obligations to
finance Capital Expenditures permitted by Section 10.5; and


 


(8)                                  Other Debt that, in the aggregate, does not
exceed $3,000,000.


 


Section 10.9. Limitation on Liens. The Company will not create or incur, or suffer
to be incurred or to exist, any Lien on its property or assets, whether now
owned or hereafter acquired, or upon any income or profits therefrom, or
transfer any property for the purpose of subjecting the same to the payment of
obligations in priority to the payment of its general creditors, or acquire or
agree to acquire any property or assets upon conditional sales agreements or
other title retention devices, except:


 


(a)                                  Liens for property taxes and assessments or
governmental charges or levies and Liens securing claims or demands of
mechanics and materialmen, provided payment
thereof is not at the time required by Section 9.4; provided
further in each case, the obligation secured is not overdue or, if
overdue, is bonded or the execution of which is stayed by appropriate judicial
action; and provided finally that any such Lien is
subject and subordinate to the Lien of the Security Documents unless otherwise
provided by operation of law;


 


(b)                                 Liens of or resulting from any judgment or award,
the time for the appeal or petition for rehearing of which shall not have
expired, or in respect of which the Company shall at any time in good faith be
prosecuting an appeal or proceeding for a review and in respect of which the
obligation secured by such Lien is bonded or a stay of execution pending such
appeal or proceeding for review shall have been secured; provided that
any such Lien is subject and subordinate to the Lien of the Security Documents;


 


(c)                                  Liens incidental to the conduct of business or
the ownership of properties and assets (including Liens in connection with
worker’s compensation, unemployment insurance and other like laws,
warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens
to secure the performance of bids, tenders or trade contracts, or to secure
statutory obligations, surety or appeal bonds or other Liens of like general
nature incurred in the ordinary course of business and not in connection with
the borrowing of money; provided in
each case, the obligation secured is not overdue or, if


 


48
















 


overdue, is being contested in good faith by
appropriate actions or proceedings and is bonded or the execution of which is
stayed by appropriate judicial action; and provided further that
any such Lien is subject and subordinate to the Lien of the Security Documents
unless otherwise provided by operation of law;


 


(d)                                 minor survey
exceptions or minor encumbrances, easements or reservations, or rights of others
for rights-of-way, utilities and other similar purposes, or zoning or other
restrictions as to the use of real properties, which do not in any event
materially impair the value of such real property or the use thereof in the
operation of the business of the Company;


 


(e)                                  Liens existing as of
the Restatement Date and reflected in Schedule 5.15;


 


(f)                                    Liens of the
Security Documents and Liens expressly permitted pursuant thereto;


 


(g)                                 Liens securing the WF
Credit Facilities, provided that such Liens, to the extent relating to the
Floor Plan Priority Collateral (as defined in the Intercreditor Agreement),
shall be junior and subordinate to the Liens granted to secure the Obligations
hereunder pursuant to the terms of the Intercreditor Agreement;


 


(h)                                 Liens incurred after
the Restatement Date given to secure the payment of the purchase price incurred
in connection with the acquisition of fixed assets useful and intended to be
used in carrying on the business of the Company, including Liens existing on
such fixed assets at the time of acquisition thereof, whether or not such
existing Liens were given to secure the payment of the purchase price of the
fixed assets to which they attach so long as they were not incurred, extended
or renewed in contemplation of such acquisition, provided that (i) the Lien
shall attach solely to the fixed assets acquired or purchased, (ii) at the time
of acquisition of such fixed assets, the aggregate amount remaining unpaid on
all Debt secured by Liens on such fixed assets whether or not assumed by the
Company shall not exceed 100% of the lesser of the total purchase price or Fair
Market Value at the time of acquisition of such fixed assets (as determined in
good faith by the Board of Directors of the Company), and (iii) all such Debt shall
have been incurred within the limitations provided in Section 10.8(4); and


 


(i)                                     Liens resulting
from deposits made with insurance companies to secure the obligation of the
Company to make installment payments of premiums, so long as such deposits do not
exceed $75,000 in the aggregate at any time.


 


Section 10.10. Distributions. Except as expressly permitted by
Section 10.25,  the Company
will not at any time declare or make, or incur any liability to declare or
make, any Distribution; provided that,
if the Company is not in breach of or default under this Agreement and the
Distribution will not cause the Company to be in breach of or default under
this Agreement (with notice, lapse of time, or otherwise), the Company may (a)
make payments of fees and expenses required by the Management Agreement, (b)
may make Distributions to the extent necessary from time to time to redeem or
purchase


 


49
















 


shares of RV Acquisition owned by employees
of the Company if those funds are used to make those redemptions or
repurchases, (c) make Distributions to permit the payment by RV Acquisition of
accrued dividends with respect to its preferred stock as required by its
Articles of Incorporation in effect on the Restatement Date, (d) make
Distributions to LD Holdings from time to time in amounts sufficient to allow
LD Holdings to pay reasonable and customary directors’ fees and indemnification
and similar and customary payments and arrangements in connection therewith,
and franchise or other taxes payable by LD Holdings to maintain its corporate
existence, provided the total amount of such Distributions shall not exceed
$150,000 in the aggregate in any calendar year, and (e) payments of board fees
to non-employee directors in an amount not greater than $75,000 per year for
each such outside director, together with reasonable and customary
out-of-pocket expenses and arrangements in connection with such director’s
services to the Company, provided that nothing in this Section 10.10 prohibits
payments to Wallace under the Noncompete Agreement.


 


Section 10.11. Restricted Investment. The Company will not make or authorize any
Restricted Investments.


 


Section 10.12. Merger, Consolidation, Etc. The Company shall not consolidate with or merge
with any other corporation or convey, transfer or lease substantially all of
its assets in a single transaction or series of transactions to any Person.


 


Section 10.13. Sale of Assets. The Company shall not make any Asset Disposition.


 


Section 10.14. Issuance of Common Stock. Neither the Company nor LD Holdings shall issue
any shares of capital stock of any class (or any options, warrants, convertible
securities or rights with respect thereto) after the Restatement Date (except
that LD Holdings may issue shares in connection with a merger of LD Holdings
with RV Acquisition as long as the merger does not trigger a Change in Control)
..


 


Section 10.15. Sale-and-Leasebacks. The Company shall not enter into any
Sale-and-Leaseback Transaction.


 


Section 10.16. Prohibition of Change in Fiscal Year. The Company will not change its fiscal year-end
for accounting purposes from December 31 of any year or permit any of LD
Holdings or RV Acquisition to have a fiscal year-end other than
December 31.


 


Section 10.17. Sale or Discount of Receivables. The Company will not discount or sell its notes
receivable or accounts receivable except that the Company may sell its notes
receivable or accounts receivable if (i) at the time of any such sale and after
giving effect thereto no Default or Event of Default exists hereunder, (ii) all
such sales shall be without recourse to the Company other than warranties
customary and usual in the industry and other than so-called “dealer’s reserves” in amounts customary and usual in the
industry, and (iii) such sales shall be in the ordinary course of business and
consistent with the practice of the Company as in effect on the Restatement
Date.


 


50
















 


Section 10.18. Subsidiaries. The Company will not create or own any Subsidiary
other than LDRV Holdings Corp.  LD
Holdings will not create or own any Subsidiary except for the Company.  RV Acquisition will not create or own any
Subsidiary except for LD Holdings.  The
Company will not contribute or otherwise transfer any assets to LDRV Holdings
Corp., and LDRV Holdings Corp. will not acquire any assets during the term of
this Agreement.


 


Section 10.19. Partnerships, Joint Ventures and LLCs. Neither the Company, LD Holdings, nor RV
Acquisition will act or participate as a general or limited partner in any
partnership or as a joint venturer in any joint venture or as a member of any
limited liability company.


 


Section 10.20. Margin Securities. The Company will not own, purchase or acquire (or
enter into any contract to purchase or acquire) any “margin
security” as defined by any regulation of the Board of Governors of
the Federal Reserve System as now in effect or as the same may hereafter be in
effect other than Securities received by the Company from an Account Debtor
which is the subject of any proceedings under the Bankruptcy Code or any other
comparable bankruptcy or insolvency law applicable under the law of any other
country or political subdivision thereof.


 


Section 10.21. Payments of Debt.  The Company
shall not, directly or indirectly or through any Affiliate of the Company,
purchase, redeem, retire, acquire, advance or pay any Debt of the Company or
deposit with any trustee in defeasance of any indenture under which such Debt
may be outstanding, except: (a) the payment of the Debt evidenced by the Notes
upon the terms and conditions provided for herein or therein or under any
Security Document; (b) the payment of the Debt under the WF Credit Agreement,
to the extent required or otherwise provided for in the WF Credit Facilities;
(c) Debt incurred within the limitations of Section 10.8(3) and 10.8(4)
(and in accordance with the applicable subordination provisions with respect to
Debt referred to in Section 10.8(3)); (d) the payment of the Debt
evidenced by the New Notes upon the terms and conditions provided for herein or
therein; and (e) the repurchase or redemption of the New Notes on the open
market, provided that, at the time of the repurchase or redemption, no Event of
Default exists and the repurchase or redemption will not cause the Company to
be in breach of or default under this Agreement with notice, lapse of time, or
otherwise, (including without limitation the covenants in Section 10 of
this Agreement).  Notwithstanding the
foregoing, if a shareholder of RV Acquisition contributes capital to RV
Acquisition (which subsequently is contributed downstream to the Company) for
the sole purpose of redeeming the New Notes in advance of their scheduled
maturity, the Company may use the proceeds of that capital contribution to
redeem the New Notes in advance of their scheduled maturity (whether or not an
Event of Default has occurred).


 


Section 10.22. No Amendment of Articles of Incorporation or By-Laws. Except in connection with a merger of RV
Acquisition and LD Holdings that is permitted by Section 10.14, the
Company covenants that it will not permit any amendment to or


 


51
















 


modification of its Amended and Restated
Articles of Incorporation or Bylaws, in each case if such amendment or
modification could adversely affect the rights or obligations of the Agents or
Lenders.


 


Section 10.23. Guaranties. The Company will not become or be liable in
respect of any Guaranty (except to the extent permitted by Section  10.8).


 


Section 10.24. Amendments to Other Documents. The Company will not cause or permit, directly or
indirectly, any amendment, waiver, consent or modification of the Ground Lease,
the Wallace Employment Agreement, the Thibault Employment Agreement, the
Stockholder Agreement, the Noncompete Agreement, the Stock Purchase Agreement,
the Indenture or any related documents, LDRV ESOP or LDRV ESOT (except as
necessary to procure the determination letter from the IRS described in
Section 9.12), or of any of the terms or provisions of the WF Credit
Facilities.


 


Section 10.25. Transactions with Affiliates. The Company will not enter into, directly or
indirectly, any Material transaction or Material group of related transactions
(including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service and including the
employment as an officer of any immediate family member of an Affiliate) with
(i) Bruckmann, Rosser, Sherrill, & Co., any Affiliate of Bruckmann, Rosser,
Sherrill, & Co., any of their respective officers, directors, partners, or
shareholders, or any successor thereto, (ii) LD Holdings, RV Acquisition, or
any officer, director, or shareholder of LD Holdings or RV Acquisition
(directly or indirectly), (iii) any other Affiliate of the Company, provided that in the case of transactions with Affiliates
described in this clause (iii), such transactions are permitted if pursuant to
the reasonable requirements of the Company’s business and upon fair and reasonable
terms no less favorable to the Company than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate of the Company, provided, that the foregoing shall not prohibit the Ground
Lease, the Wallace Employment Agreement, the Thibault Employment, or the
payment of the amounts expressly permitted by Sections 10.6 and 10.10 (but only
to the extent permitted by Section 10.10(e)). Without limiting the
generality of the foregoing, the Company (directly or indirectly) shall not
enter into any employment, management, consulting, advisory, or similar
arrangement with, or other contract or arrangement for the provisions of
services by, or to provide compensation to, any investor or any other director,
partner, or stockholder of the Company, LD Holdings, RV Acquisition, BRS LP, or
any Affiliate of any of them other than the Wallace Employment Agreement, the
Thibault Employment Agreement, the Management Agreement, and the Employment
Agreement dated May 14, 2004, between the Company and John Horton.


 


Section 10.26. Line of Business. The Company will not engage in any business other
than businesses in which it is engaged on the date of this Agreement and
businesses ancillary and related thereto which do not, individually or in the
aggregate, materially change the business of the Company from the business in
which the Company is presently engaged and will not suspend or go out of a
substantial portion of its business.


 


52
















 


Section 10.27. Termination of Pension Plans. The Company will not withdraw from any
Multiemployer Plan or permit any employee benefit plan maintained by the
Company to be terminated if such withdrawal or termination would (a) result in
withdrawal liability (as described in Part I of Subtitle B of Title 1V of
ERISA) that could reasonably be expected to have a Material Adverse Effect or
(b) the imposition of a Lien on any Property of the Company pursuant to
Section 4068 of ERISA. The Company, LD Holdings, and RV Acquisition will
not maintain, contribute to, or have any liability with respect to, any defined
benefit plan under ERISA or be subject to, or obligated under, any
Multiemployer Plan.


 


Section 10.28.  Lease
Rentals.  The Company will
not, at any time, permit Lease Rentals for any period of 12 consecutive
calendar months to exceed $5,850,000.


 


Section 10.29.  Intentionally Omitted.


 


Section 10.30. Excess Collateral.  The Company will not permit at any
time the difference of (x) the aggregate value of Eligible New Floor Plan Units
and Eligible Used Floor Plan Units (such value to be determined in accordance
with Sections 1.1(b)(i), (ii) and (iii)) less (y) the aggregate principal
amount of Loans outstanding to be less than $1,500,000.


 


SECTION 11.                          EVENTS
OF DEFAULT.


 


An “Event of Default”  shall exist if
any of the following conditions or events shall occur and be continuing:


 


(a)                                  the Company defaults
in the payment of any principal of any Loan when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise; or


 


(b)                                 the Company defaults
in the payment of any interest on any Loan or of any fee or other Obligation
payable by the Company (other than Obligations referred to in paragraph (a) of
this Section 11) hereunder for more than three Business Days after the
same becomes due and payable; or


 


(c)                                  the Company defaults
in the performance of or compliance with any term contained in (i)
Section 7.1(c), (d), (e), (f), (g), (h), (i), (j), (k), (m), or (n),
Section 7.2, Section 7.3, Section 9.2(b)(i), (ii), (iii), (vi),
or (xiv), or Section 10 (for which there is no cure period), or (ii)
Section 7.1(a)(i), (ii), or (iii), 7.1(A), (B), or (C), or
Section 7.1(l), and such default is not remedied within 30 days after
notice of the default is delivered to the Company; or


 


(d)                                 the Company defaults in the performance of or
compliance with any term contained herein applicable to such party (other than
those referred to in paragraphs (a), (b) and (c) of this Section 11) or of
any other Financing Document and such default is not remedied within 10 days
after the earlier of (i) a Responsible Officer of the Company


 


53
















 


obtaining actual knowledge of such default
and (ii) the Company receiving written notice of such default from any Lender
(any such written notice to be identified as a “notice of
default”  and to refer
specifically to this paragraph (d) of Section 11); or


 


(e)                                  any representation or
warranty made in writing by or on behalf of the Company or a Plan, as the case
may be, or by any officer of the Company or any trust of a Plan, or by Wallace,
in each case in any Financing Document or in any writing by a Plan, or the
Company or, as the case may be, any officer of the Company or any trustee of a
Plan, or by Wallace, furnished to any Lender in connection with the
transactions contemplated hereby proves to have been false or incorrect in any
Material respect on the date as of which made and shall remain Material; or


 


(f)                                    (i) the Company is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or
make-whole amount or interest on any Debt that is outstanding provided that
such past-due Debt is in an aggregate principal amount of at least $1,000,000
beyond any period of grace provided with respect thereto, or (ii) the Company
is in default in the performance of or compliance with any term of any evidence
of any Debt in an aggregate principal amount of at least $1,000,000 or of any
mortgage, indenture or other agreement relating thereto or any other condition
exists, and as a consequence of such default or condition such Debt has become,
or has been declared, due and payable before its stated maturity or before its
regularly scheduled dates of payment, or (iii) as a consequence of the
occurrence or continuation of any event or condition (other than the passage of
time or the right of the holder of Debt to convert such Debt into equity
interests), the Company has become obligated to purchase or repay Debt before
its regular maturity or before its regularly scheduled dates of payment in an
aggregate principal amount of at least $1,000,000; or


 


(g)                                 the Company (i) is
generally not paying, or admits in writing its inability to pay, its debts as
they become due, (ii) files, or consents by answer or otherwise to the filing
against it of, a petition for relief or reorganization or arrangement or any
other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any
jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial part
of its Property, (v) is adjudicated as insolvent or to be liquidated, or (vi)
takes corporate action for the purpose of any of the foregoing clauses (ii) to
(v); or


 


(h)                                 a court or
Governmental Authority of competent jurisdiction enters an order appointing,
without consent by the Company, a custodian, receiver, trustee or other officer
with similar powers with respect to it or with respect to any substantial part
of its property, or constituting an order for relief or approving a petition
for relief or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding-up or liquidation of the
Company, or any such petition shall be filed against the Company and such
petition shall not be dismissed within 90 days; or


 


54
















 


(i)                                     a default shall
occur under, or an “Event of Default”
as such term is defined in the Collateral Agency Agreement shall occur and be
continuing, or the Company is in default (as principal or guarantor or other
surety) in the payment of any principal of or premium or make-whole amount or
interest on any Debt issued under the WF Credit Facilities that is outstanding
beyond any period of grace provided with respect thereto, or the Company is in
default in the performance of or compliance with any term of any evidence of
any Debt issued under the WF Credit Facilities and as a consequence of such
default or condition such Debt has become, or has been declared, due and
payable before its stated maturity or before its regularly scheduled dates of
payment, the Company is in default in the performance of or compliance with any
term of the Indenture or any evidence of any Debt issued under the Indenture
(including the New Notes) and as a consequence of such default or condition
such Debt has become, or has been declared, due and payable before its stated
maturity or before its regularly scheduled dates of payment, or any default
shall occur under the Stock Purchase Agreement that reasonably could be
expected to have a Material Adverse Effect on the Company; or


 


(j)                                     a final judgment or judgments for the payment of
money aggregating in excess of $1,000,000 is rendered against the Company and
which judgment is not, within 60 days after entry thereof, bonded, discharged
or stayed pending appeal, or is not discharged within 60 days after the
expiration of such stay; or


 


(k)                                  if (i) any Plan shall fail to satisfy the minimum
funding standards of ERISA or the Code for any plan year or part thereof or a
waiver of such standards or extension of any amortization period is sought or
granted under Section 412 of the Code, (ii) a notice of intent to
terminate any Plan shall have been or is reasonably expected to be provided to
participants in such Plan or filed with the PBGC, or the PBGC shall have
instituted proceedings to terminate or appoint a trustee to administer any such
Plan or the PBGC shall have notified the Company or any ERISA Affiliate that
such a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning
of Section 4001(a)(l8) of ERISA) under all Plans that are subject to
Section 302 or Title IV of ERISA, determined in accordance with Title IV
of ERISA, shall exceed $500,000, (iv) the Company, any ERISA Affiliate, or any
trustee or plan administrator for the LDRV ESOP or the LDRV ESOT shall have
incurred or is reasonably expected to incur any liability pursuant to Title I
(other than normal operating liabilities under a Plan) or IV of ERISA, the
prohibited transactions tax provisions of Section 4975 of the Code or any
other penalty or excise tax provisions of the Code relating to employee benefit
plans, (v) the LDRV ESOP or the LDRV ESOT shall have violated or is reasonably
expected to violate the trust requirements of Section 403 of ERISA, (vi)
the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or
(vii) the Company establishes or amends any employee welfare benefit plan that
provides post-employment welfare benefits in a manner that would increase the
liability of the Company thereunder; and any such event or events described in
clauses (i) through (vii) above, either individually or together with any other
such event or events, could reasonably be expected to have a Material Adverse
Effect; or


 


55
















 


(l)                                     a Change in Control shall have occurred (other
than a Change in Control described in clause (viii) of that definition); or


 


(m)                               [Intentionally
Omitted]; or


 


(n)                                 the occurrence of any
event or circumstance that the Required Lenders determine in their reasonable
discretion to have a Material Adverse Effect; or


 


(o)                                 the IRS or the Department
of Labor provides written notification that it has determined, or a complaint
is filed with a court of competent jurisdiction alleging, and such notification
or such complaint has not been withdrawn or dismissed within 120 days, after
the date of such notification or such complaint, that a breach of fiduciary
duty under ERISA or a prohibited transaction under ERISA or the Code may have
or has occurred with respect to the Lazy Days ESOP or the LDRV ESOP (or the
Alliance ESOP, if the breach of fiduciary duty under ERISA or a prohibited
transaction would have an adverse effect on the Company or the LDRV ESOP), if
such occurrence could reasonably be expected to cause a Material Adverse Effect
on the Company; or


 


(p)                                 the Company defaults in the performance of or
compliance with the Ground Lease, that has not been cured within any applicable
cure period provided by the Ground Lease; or


 


(q)                                 the Company fails to provide and maintain the
Letter of Credit required by Section 1.3(c); or


 


(r)                                    the Agent draws on the Letter of Credit in
accordance with the provisions of Section 1.3(c); or


 


(s)                                  the Company fails to maintain all its bank
accounts, cash management accounts, checking accounts, savings accounts, and
other accounts with the Agent or fails to cause all remittances, receipts, and
other funds (in every form and from every source) the Company receives or
obtains to be deposited into the Operating Account (except as expressly
provided otherwise in the Intercreditor Agreement).


 


As used in Section 11, the terms “employee benefit plan” and “employee
welfare benefit plan” shall have the respective meanings assigned to
such terms in Section 3 of ERISA.


 


SECTION 12.                          REMEDIES
ON DEFAULT, ETC.


 


Section 12.1. Bankruptcy Defaults. (a) If an Event of Default with respect to the
Company described in paragraph (g) or (h) of Section 11 (other than an
Event of Default described in clause (i) of paragraph (g) or described in
clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses
clause (i) of paragraph (g)) has occurred, all the Loans then outstanding and
all fees, charges and other Obligations payable to the Lenders hereunder shall
automatically become immediately due and payable, and the


 


56
















 


obligations of the Lenders to extend further
credit pursuant to any of the terms hereof shall immediately terminate.


 


Section 12.2. Non-Bankruptcy Default. If any other Event of Default has occurred and is
continuing, the obligation of the Lenders to extend further credit hereunder
shall be suspended unless and until the conditions set forth in
Section 4.2 are satisfied or waived in accordance with Section 17 and
the Required Lenders, by notice to the Company, may take one or more of the
following actions:


 


(a)                                  terminate the obligations of the Lenders to
extend any further credit hereunder;


 


(b)                                 declare all the Notes then outstanding and all
fees, charges and other Obligations payable to the Lenders hereunder to be
immediately due and payable; and


 


(c)                                  enforce any and all rights and remedies available
to it under the Financing Documents or applicable law.


 


Section 12.3. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of
any Lender in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such Lender’s rights, powers or remedies. No
right, power or remedy conferred by any Financing Document upon any Lender
shall be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Company under Section 15, the
Company will pay to each Lender on written demand such further amount as shall
be sufficient to cover all costs and expenses of such Lender incurred in any
enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and disbursements (including
those of common counsel to the Lenders).


 


Section 12.4. Interest Upon Acceleration. Upon any Note being accelerated or otherwise
becoming due and payable pursuant to Section 12.1 or 12.2, the Company
shall pay the unpaid principal amount thereof, together with all accrued and
unpaid interest thereon.


 


SECTION 13.                          [INTENTIONALLY
OMITTED].


 


SECTION 14.                          ACKNOWLEDGMENT AND CONSENT.


 


The Company
hereby acknowledges that it has reviewed the terms and provisions
of this Agreement and each other document, instrument, and agreement amended or
supplemented hereby or referenced herein to the fullest extent it deems
necessary after receiving advice of its own legal counsel.  The Company hereby confirms that each
Security Document and the Collateral Agency Agreement to which it is a party or
otherwise bound and all Collateral (as defined in the Security Documents, as
applicable) encumbered thereby will continue to guaranty or secure, as the case
may be, to the fullest


 


57
















 


extent possible the payment and performance of all Obligations and
Secured Obligations (as defined in this Agreement and the Security Documents),
and obligations under the Financing Documents, including without limitation the
payment and performance of all such Obligations or Secured Obligations or
obligations arising under such Financing Documents in respect of the
Obligations or Secured Obligations of the Company now or hereafter existing
under or in respect of this Agreement. 
The Company acknowledges and agrees that all of the Security Documents
to which it is a party or otherwise bound shall continue in full force and
effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Agreement.


 


SECTION 15.                          EXPENSES, INDEMNITY, ETC.


 


Section 15.1. Transaction Expenses. Whether or not the transactions contemplated
hereby are consummated, the Company will pay all costs and expenses (including
reasonable attorneys’ fees of a special counsel and, if reasonably required,
local or other counsel) incurred by the Agents, any Lender or the Collateral
Agents in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of the Financing Documents
(whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under the Financing Documents or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with the
Financing Documents, or by reason of being Lender hereunder, (b) the costs and
expenses, including financial advisors’ fees, incurred in connection with the
insolvency or bankruptcy of the Company or in connection with any work-out or
restructuring of the transactions contemplated hereby or by the Financing
Documents, and (c) the initial and ongoing fees of the Collateral Agent in
connection with the Collateral Agency Agreement as agreed in writing with the
Company. The Company will pay, and will save each Lender harmless from, all
claims in respect of any fees, costs or expenses, if any, of brokers and
finders (other than those retained by a Lender). It is understood and agreed
that if any Lender should pay any costs and expenses which are provided by this
Section 15.1 to be paid by the Company, the Company shall upon written
demand by the Agent (accompanied by reasonable documentation of the costs and
expenses which are the subject of such demand) reimburse such Lender in the
amount of any such payment together with interest thereon from the tenth
Business Day following date of such demand to the date of reimbursement
therefor at a rate per annum equal to 0.25% above the Prime Rate.


 


Section 15.2. General Indemnity. The Company agrees to defend, protect, indemnify,
and hold harmless each Lender, each Agent, and each of their respective
Affiliates, including, without limitation, their respective officers,
directors, employees, attorneys and agents (collectively, the “Indemnitees”)  from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any
kind or nature whatsoever (including, without limitation, the reasonable fees
and disbursements of counsel for such Indemnitees (which


 


58
















 


shall not exceed one counsel for the Lenders,
in their capacity as lenders and such local counsel as may be reasonably
required) in connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a party
thereto), imposed on, incurred by, or asserted against such Indemnitees
(whether direct or indirect, consequential or otherwise, and whether based on
any federal or state laws or other statutory regulations, including, without
limitation, securities, commercial, Code, and ERISA laws and regulations, under
common law or in equity, or based on contract or otherwise, including those
relating to violation of any environmental, health or safety laws or
regulations, the past, present or future operations of the Company or any of
its predecessors in interest, or the past, present or future environmental, health
or safety condition of any properties thereof) in any manner relating to or
arising out of any Financing Document (or any predecessor document) or any
agreement contemplated thereby, or any act, event or transaction related or
attendant thereto, the making of the Loans since their inception on
July 15, 1999, or the use or intended use of the proceeds thereof
(collectively, the “Indemnified Matters”); provided, however, the Company shall have no obligation to
an Indemnitee hereunder with respect to Indemnified Matters to the extent
caused by or resulting from the willful misconduct or gross negligence of such
Indemnitee.  Without limiting the
generality of the foregoing, “Indemnified Matters”
includes the creation of the LDRV ESOP and LDRV ESOT, their qualification as an
employee stock ownership plan for the purposes of Section 4975(e)(7) of
the Code at all times, the extension by the Company to the LDRV ESOP of the
ESOP Loan and the use of the proceeds of that loan, the merger of the LDRV ESOP
with the Alliance ESOP, the transfer of the ESOP Loan from the LDRV ESOP to the
Alliance ESOP, the spin-off of the LDRV ESOP from the Alliance
ESOP and the separation of the accounts of the Company’s employees and transfer
of those accounts from the Alliance ESOT to the LDRV ESOT, the transfer of the ESOP Loan from the Alliance
ESOP and the Alliance ESOT to the LDRV ESOP and the LDRV ESOT together with the
transfer of associated employer securities credited to a suspense account and
pledged as security for the ESOP Loan, the exchange of Alliance Holdings stock
for the stock of the Company and/or the stock of LDRV Holdings Corp. subsequent
to the spin-off of the LDRV ESOP and the LDRV ESOT from the Alliance ESOP and
the Alliance ESOT, the consummation of the ESOP Stock Purchase, the payment or forgiveness of all amounts due
under the ESOP Loan, ESOP Note, and the ESOP Loan Agreement, the distribution
of assets by the LDRV ESOP, and the termination of the LDRV ESOP.


 


To the extent
that the undertaking to indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, the Company shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law to the payment and satisfaction
of all Indemnified Matters incurred by the Indemnitees. The Company further
agrees that the indemnities set forth in this Section 15.2 are in addition
to, and shall not in any manner limit or act as a waiver of, any rights,
including, without limitation, any rights to indemnification or contribution,
which the Indemnitees may have under any other document, instrument or
agreement or any applicable law.


 


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Section 15.3. Survival. The obligations of the Company under this
Section 15 will survive the payment or transfer of any Note, the
enforcement, amendment or waiver of any provision of the Financing Documents,
and the termination of any of the Financing Documents.


 


SECTION 16.                          SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.


 


All
representations and warranties contained herein shall survive the execution and
delivery of the Financing Documents, the making of the Loans, the transfer by
any Lender of any of its Notes or portion thereof or interest therein, the
payment of any Note and the assignment by any Lender of any part of its rights
and obligations under this Agreement, and all representations and warranties
contained herein may be relied upon by any subsequent Lender regardless of any
investigation made at any time by or on behalf of such Lender. All statements
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant to the Financing Documents shall be deemed representations
and warranties of the Company under the Financing Documents. Subject to the
preceding sentence, the Financing Documents embody the entire agreement and
understanding between the Lenders and the Company and supersede all prior
agreements and understandings relating to the subject matter hereof.


 


Nothing in this
Agreement constitutes a waiver of any of the representations and warranties of
the Alliance ESOP in the Master Agreement and the Alliance ESOT in each
certificate and opinion delivered in connection with the Original Credit
Agreement and those representations and warranties survive entry into this
Agreement and the consummation of the transactions contemplated by it,
including the Related Transactions.


 


SECTION 17.                          AMENDMENT
AND WAIVER.


 


Section 17.1. Requirements. This Agreement and the Notes may be amended, and
the observance of any term hereof or of the Notes may be waived (either
retroactively or prospectively), with (and only with) the written consent of
the Company, the Agents and the Required Lenders, except that without the
consent of all Lenders no such amendment, modification or waiver shall increase
the amount or extend the term of any Lender’s Commitment or reduce the amount
of any principal of or interest rate applicable to, or extend the maturity of,
any Obligation owed to it or reduce the amount of the fees to which it is
entitled hereunder or release any material part of the collateral security
afforded by the Security Documents (except in connection with a sale or other
disposition required or permitted to be effected by the provisions hereof or of
the Security Documents) or change this Section or change the definition of
“Required Lenders”  or
the advance rates for Borrowings under Section 1.1 or the amount or
frequency of curtailment payments under Section 8.2 or change the number
of Lenders required to take any action hereunder or under any of the other
Financing Documents.


 


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Section 17.2. Solicitation of Lenders.


 


(a)                                  Solicitation. The Company will provide each Agent (and the
Agents shall promptly furnish to each Lender (irrespective of the amount of its
Commitment)) with sufficient information, sufficiently far in advance of the
date a decision is required, to enable the Agents and Lenders to make an informed
and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the other Financing
Documents. The Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to the provisions of this
Section 17 or the provisions of any other Financing Document to each
Lender promptly following the date on which it is executed and delivered by, or
receives the consent or approval of, the Required Lenders. The Company will
cooperate with the Agents appointed under Section 19.1 in connection with
the preparation and processing of any such amendment, waiver or consent.


 


(b)                                 Payment. The Company will not directly or indirectly pay
or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any Agent or
Lender as consideration for or as an inducement to the entering into by any
Agent or Lender of any waiver or amendment of any of the terms and provisions
hereof or of the other Financing Documents unless such remuneration is
concurrently paid, or security is concurrently granted, on the same terms,
ratably to each Agent and Lender.


 


Section 17.3. Binding Effect, Etc.  Any amendment or waiver consented to as provided
in this Section 17 applies equally to all Agents and Lenders and is
binding upon them and upon each future Agent and Lender and upon the Company.
No such amendment or waiver will extend to or affect any obligation, covenant,
agreement, Default or Event of Default not expressly amended or waived or
impair any right consequent thereon. No course of dealing between the Company
and the Agent or any Lender nor any delay in exercising any rights hereunder or
under any Note shall operate as a waiver of any rights of any Lender or Agent.
As used herein, the term “this Agreement”  and references thereto shall mean this Agreement as it may
from time to time be amended, restated, or supplemented.


 


SECTION 18.                          NOTICES.


 


Except as otherwise
specified herein, all notices and communications provided for hereunder shall
be in writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(specifying next Business Day delivery, with charges prepaid). Any such notice
must be sent:


 


(i)                                     if
to the Agent or any Lender, to the Agent or such Lender at the address
specified for such communications in Schedule A, or at such other address
as such Lender shall have specified to the Company in writing; or


 


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(ii)                                  if to the Company, at 6130 Lazy Days Boulevard,
Seffner, Florida 33584 to the attention of Charles Thibault, with copies to
Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56th Street, New York, NY
10022, Attention:  Thomas J. Baldwin, and
to Kirkland & Ellis LLP, 153 East 53rd Street, New York, NY  10022, Attention: Christopher Torrente, or at
such other address as those parties shall have specified to the Agent and the
Lenders.


 


Notices under this Section 18 will be
deemed given only when actually received.


 


SECTION 19.                          THE
AGENT.


 


Section 19.1. Appointment and Authorization. Each Lender hereby appoints and authorizes Bank
of America, N.A. (in its capacity as administrative agent for the Lenders
hereunder, the “Administrative Agent”)  to each take such action as agent on its behalf and to
exercise such powers hereunder and under the other Financing Documents as are
designated to the Administrative Agent by the terms hereof and thereof together
with such powers as are reasonably incidental thereto. Each Lender acknowledges
and agrees that Bank of America, N.A. (in its capacity as collateral agent for
the Lenders hereunder, the “Collateral Agent”)
has been appointed as Collateral Agent pursuant to the Collateral Agency
Agreement originally dated as of July 15, 1999, as amended and restated as
of July 31, 2002, and as amended and restated as of the Restatement Date,
and each Lender acknowledges that the Collateral Agent is authorized to take
such action as agent on its behalf and to exercise such powers hereunder and under
the other Financing Documents as are designated to the Collateral Agent by the
terms hereof and thereof (including, without limitation, executing the
Intercreditor Agreement and any amendments to that agreement on behalf of the
Lenders). The following provisions of this Section 19 shall apply to each
Agent except as otherwise expressly provided for in the other Financing
Documents including, without limitation, the terms and provisions of
Section 6 of the Collateral Agency Agreement.


 


The Lenders expressly
agree that each Agent is not acting as a fiduciary of the Lenders in respect of
the Financing Documents, the Company or otherwise, and nothing herein or in any
of the other Financing Documents shall result in any duties or obligations on
an Agent or any of the Lenders except as expressly set forth herein. An Agent
may resign at any time by sending 30 days prior written notice to the Company
and the Lenders. In the event of any such resignation, the Required Lenders may
appoint a new agent, which shall succeed to all the rights, powers and duties
of such Agent hereunder and under the other Financing Documents. Any resigning
Agent shall be entitled to the benefit of all the protective provisions hereof
with respect to its acts as an agent hereunder, but no successor Agent shall in
any event be liable or responsible for any actions of its predecessor. If an
Agent resigns and no successor is appointed, the rights and obligations of such
Agent shall be automatically assumed by the Required Lenders and (i) the
Company shall be directed to make all payments due each Lender hereunder
directly to such Lender and (ii) such Agent’s rights, if any, in the Financing
Documents


 


62
















 


shall be assigned without representation,
recourse or warranty to the Lenders as their interests may appear.


 


Section 19.2. Rights as a Lender. Each Agent has and reserves all of the rights,
powers and duties hereunder and under the other Financing Documents as any
Lender may have and may exercise the same as though it were not the Agent and
the terms “Lender”  or
“Lenders”  as
used herein and in all of such documents shall, unless the context otherwise
expressly indicates, include such Agent in its individual capacity as a Lender.


 


Section 19.3. Standard of Care. The Lenders acknowledge that they have received
and approved copies of the Financing Documents and such other information and
documents concerning the transactions contemplated and financed hereby as they
have requested to receive and/or review. The Agents make no representations or
warranties of any kind or character to the Lenders with respect to the
validity, enforceability, genuineness, perfection, value, worth or
collectibility hereof or of the Notes or any of the other Obligations or of any
of the other Financing Documents or of the Liens provided for thereby or of any
other documents called for hereby or thereby or of the Collateral. Neither an
Agent nor any director, officer, employee, agent, attorney or representative
thereof (including any Collateral Agent therefor) shall in any event be liable
for any clerical errors or errors in judgment, inadvertence or oversight, or
for action taken or omitted to be taken by it or them hereunder or under the
other Financing Documents or in connection herewith or therewith except for its
or their own gross negligence or willful misconduct. No Agent shall incur any
liability under or in respect of this Agreement or the other Financing
Documents by acting upon any notice, certificate, warranty, instruction or
statement (oral or written) of anyone (including anyone in good faith believed
by it to be authorized to act on behalf of the Company), unless it has actual
knowledge of the untruthfulness of same. Each Agent may execute any of its
duties hereunder by or through employees, agents, and attorneys-in-fact and
shall not be answerable to the Lenders for the default or misconduct of any
such agents or attorneys-in-fact selected with reasonable care. Each Agent
shall be entitled to advice of counsel concerning all matters pertaining to the
agencies hereby created and its duties hereunder, and shall incur no liability
to anyone and be fully protected in acting upon the advice of such counsel.
Each Agent shall be entitled to assume that no Default or Event of Default
exists unless notified in writing to the contrary by a Lender or the Company.
Each Agent shall in all events be fully protected in acting or failing to act
in accord with the instructions of the Required Lenders. Upon the occurrence of
an Event of Default hereunder, each Agent shall take such action with respect
to the enforcement of the Liens on the Collateral and the preservation and
protection thereof as it shall be directed to take by the Required Lenders; provided that such direction shall not conflict with the
provisions of law or of the Financing Documents. Each Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall be
indemnified to its satisfaction by the Lenders ratably and severally (i.e.,
each Lender shall pay its ratable share regardless of whether the other Lenders
pay their respective ratable shares) against any and all liability and expense
which may be incurred by such Agent by reason of taking or continuing to take
any such action. Each Agent may treat the owner of any Note


 


63
















 


as the holder thereof until written notice of
transfer shall have been filed with such Agent signed by such owner in form
satisfactory to the Administrative Agent. Each Lender acknowledges that it has
independently and without reliance on any Agent or any other Lender and based
upon such information, investigations and inquiries as it deems appropriate
made its own credit analysis and decision to extend credit to the Company. It
shall be the responsibility of each Lender to keep itself informed as to the
creditworthiness of the Company and an Agent shall have no liability to any
Lender with respect thereto.


 


Section 19.4. Costs and Expenses. Each Lender agrees to reimburse each Agent for
all reasonable costs and expenses suffered or incurred by each Agent or in
performing its duties hereunder and under the other Financing Documents, or in
the exercise of any right or power imposed or conferred upon each Agent hereby
or thereby, to the extent that such Agent is not promptly reimbursed for same
by the Company or out of the Collateral, all such reasonable costs and expenses
to be borne by the Lenders ratably in accordance with the amounts of their
Commitments (or unpaid principal amount of Loans with respect to any
Commitments that have expired or been terminated). Any such reimbursement by
the Lenders to an Agent shall not eliminate the Company’s obligation to
reimburse such Agent and the Lenders for such expenses hereunder.


 


Section 19.5. Indemnity. The Lenders shall ratably (based on the aggregate
of outstanding Loans and unused Commitments, if any) and severally indemnify
and hold each Agent, and its directors, officers, employees, agents and
representatives (including as such any security trustee therefor) harmless from
and against any liabilities, losses, costs and expenses suffered or incurred by
them hereunder or under the other Financing Documents or in connection with the
transactions contemplated hereby or thereby, regardless of when asserted or
arising, except to the extent they are promptly reimbursed for the same by the
Company or out of the Collateral and except to the extent that any event giving
rise to a claim was caused by the gross negligence or willful misconduct of the
party seeking to be indemnified.


 


Section 19.6 Consultation with Experts. Each Agent may consult with legal counsel,
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.


 


SECTION 20.                          PARTICIPATIONS.


 


No Lender may
assign to any other person any part of its Commitments and/or its rights and
obligations under this Agreement. Any Lender may, upon notice to the Company,
grant participations in its Commitment or Loans to any other Lender or other
lending institution (a “Participant”); provided that (i) the amount of each such participation
granted by such Lender shall be in an amount not less than $10,000,000; (ii) no
Participant shall thereby acquire any direct rights under this Agreement
(including any consent or waiver rights), (iii) no Lender shall agree with a
Participant not to exercise any of such Lender’s rights hereunder without the
consent of such Participant except for


 


64
















 


rights which under the terms hereof may only
be exercised by all Lenders and (iv) no sale of a participation in extensions
of credit shall in any manner relieve the selling Lender of its obligations
hereunder.


 


SECTION 21.                          MISCELLANEOUS.


 


Section 21.1. Successors and Assigns. All covenants and other agreements contained in
this Agreement by or on behalf of any of the parties hereto bind and inure to
the benefit of their respective successors and assigns (including, without
limitation, any subsequent Lender) whether so expressed or not; provided, however, that the Company shall not assign or
transfer its rights or obligations hereunder.


 


Section 21.2. Actions and Proceedings. Any legal action or proceeding against the
Company with respect to this Agreement may be brought in such of the courts of
competent jurisdiction of the State of New York in New York County, the City of
New York or in the United States District Court for the Southern District of
New York as any Lender or its successors and assigns, as the case may be, may
elect, and by execution and delivery of this Agreement, the Company irrevocably
submits to the nonexclusive jurisdiction of such courts for purposes of legal
actions and proceedings hereunder and, in the case of any such legal action or
proceeding brought in the above-named New York courts, hereby irrevocably
consents, during such time, to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered mail, postage prepaid, to the Company at its address as provided in
Section 18 hereof, or by any other means permitted by applicable law. If
it becomes necessary for the purpose of service of process out of any such
courts, the Company shall take all such action as may be required to authorize
a special agent to receive, for and on behalf of it, service of process in any
such legal action or proceeding, and shall take all such action as may be
necessary to continue said appointment in full force and effect so that the
Company will at all times have an agent for service of process for the above
purposes in New York, New York. To the extent permitted by law, final judgment
(a certified copy of which shall be conclusive evidence of the fact and of the
amount of any indebtedness of the Company to any Lender) against the Company in
any such legal action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on an unsatisfied judgment. The Company hereby
irrevocably waives and agrees not to assert, by way of motion, as a defense, or
otherwise, in any legal action or proceeding brought hereunder in any of the
above-named courts, (i) that it or any of its Property is immune from the
above-described legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, or otherwise), (ii) that
such action or proceeding is brought in an inconvenient forum, that venue for
the action or proceeding is improper or that this Agreement or any other
Financing Document may not be enforced in or by such courts, or (iii) any
defense that would hinder or delay the levy, execution or collection of any
amount to which any party hereto is entitled pursuant to a final judgment of
any court having jurisdiction. Nothing in these provisions shall limit any
right of any Lender to bring actions, suits or proceedings in the courts of any
other jurisdiction.


 


65
















 


Section 21.3. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other
jurisdiction.


 


Section 21.4. Construction. Each covenant contained herein shall be construed
(absent express provision to the contrary) as being independent of each other
covenant contained herein and in the other Financing Documents, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other covenant. Where any
provision herein refers to action to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such Person.


 


Section 21.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.  Delivery of an executed
counterpart of this Agreement by telefacsimile or other electronic method of
transmission shall be equally as effective as delivery of an original executed
counterpart of this Agreement.  Any party
delivering an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission also shall deliver an original executed counterpart
of this Agreement, but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement.


 


Section 21.6. Payments Due on Non-Business Days. Anything in this Agreement or in the Notes to the
contrary notwithstanding, any payment of principal of or interest on any Note
that is due on a date other than a Business Day shall be made on the next
succeeding Business Day (including the additional days elapsed in the
computation of the interest payable on such next succeeding Business Day).


 


Section 21.7. Governing Law. 
THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF
THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING
CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE BUT INCLUDING
SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.


 


Section 21.8. Agreement of Lenders. Each of the Lenders hereby agrees with each other
Lender that if it should receive or obtain any payment (whether by voluntary
payment, by realization upon collateral, by the exercise of rights of set-off
or banker’s lien, by counterclaim or cross action, or by the enforcement of any
rights under this Agreement, any of the other Financing Documents or otherwise)
in respect of the Obligations in a greater amount than such Lender would have
received had such payment


 


66
















 


been made to the Collateral Agent and been
distributed among the Lenders as contemplated by Section 3.4 of the
Collateral Agency Agreement in respect of proceeds and avails of collateral
then in that event the Lender receiving such disproportionate payment shall
purchase for cash without recourse from the other Lenders an interest in the
Obligations of the Company to such Lenders in such amount as shall result in a
distribution of such payment as contemplated by said Section 3.4. In the event
any payment made to a Lender and shared with the other Lenders pursuant to the
provisions hereof is ever recovered from such Lender, the Lenders receiving a
portion of such payment hereunder shall restore the same to the payor Lender,
but without interest.


 


Section 21.9. Waiver of Trial by Jury. EACH OF THE PARTIES HERETO HEREBY, TO THE FULLEST EXTENT PERMITTED BY
LAW, WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OF THE OTHER FINANCING DOCUMENTS.


 


Section 21.10. Reproduction of Documents. For the purposes of this Section 21.10, this
Agreement and the other Financing Documents and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by the Lenders at the Restatement
Closing (except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to the
Lenders, may be reproduced by any Lender by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and such
Lender may  destroy any original document so
reproduced. The Company agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made by
any Lender in the regular course of business) and any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence. This Section 21.10 shall not prohibit the Company or any Lender
from contesting any such reproduction to the same extent that it could contest
the original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.


 


*  * 
*  *  *


 


IN WITNESS WHEREOF, the parties hereto have
caused this Second Amended and Restated Floor Plan Credit Agreement to be
executed and delivered (in each of their respective capacities (including
agency capacities)) as of the day and year first above written.


 


	
   

  	
  LAZY DAYS’ R.V. CENTER, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Charles L. Thibault,
  Vice President

  	
   

  



 


67
















 


	
   

  	
  BANK OF AMERICA, N.A. (as successor by

  merger to Banc of America Specialty

  Finance, Inc.), as Administrative Agent,

  as Collateral Agent, and as Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


68
















 


 


 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION, as Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


 


69
















 


SCHEDULE A TO


SECOND AMENDED AND RESTATED


FLOOR PLAN CREDIT AGREEMENT


 


 


	
  NAME AND ADDRESS OF LENDERS

  
	
   

  
	
  Notices:

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  (successor by merger to Banc of America Specialty Finance, Inc.)

  
	
   

  	
   

  	
  1355 Windward Concourse

  
	
   

  	
   

  	
  Alpharetta,
  GA 30005-8899

  
	
   

  	
   

  	
  Attention:                                         Joe Sagneri

  
	
   

  	
   

  	
  Telecopier No.: (678) 339-9120

  
	
   

  	
   

  	
   

  
	
  Payments:

  	
   

  	
  Account No.: 375 320 7600 (re: LAZY DAYS R.V. CENTER, INC.)

  
	
   

  	
   

  	
  ABA No: 1110000012

  
	
   

  	
   

  	
   

  
	
  Commitment:

  	
   

  	
  $45,000,000

  
	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
  KeyBank National Association

  
	
   

  	
   

  	
  800 Superior Ave., Mail Code #OH-01-02-0920

  
	
   

  	
   

  	
  Cleveland, Ohio 44114

  
	
   

  	
   

  	
  Attention: Amy Coppeler

  
	
   

  	
   

  	
  Telecopier No.: (216) 878-9796

  
	
   

  	
   

  	
   

  
	
  Payments:

  	
   

  	
  Account No.: 3057 (re: LAZY DAYS R.V. CENTER, INC.)

  
	
   

  	
   

  	
  ABA No: 041001039

  
	
   

  	
   

  	
   

  
	
  Commitment:

  	
   

  	
  $40,000,000

  
	
   

  	
   

  	
   

  
	
  Notices with respect to payments:

  	
   

  	
  KeyBank National Association

  
	
   

  	
   

  	
  Specialty Finance Service

  
	
   

  	
   

  	
  Reference: Lazy Days’ R.V. Center, Inc.

  
	
   

  	
   

  	
  Attn: Wavia Jones

  



 


70
















 


SCHEDULE B TO


SECOND AMENDED AND RESTATED


FLOOR PLAN CREDIT AGREEMENT


 


DEFINED TERMS


 


As used herein, the following terms have the
respective meanings set forth below or set forth in the Section hereof
following such term (such definitions to be equally applicable to the singular
and the plural forms thereof):


 


GENERAL PROVISIONS


 


Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any
consolidation or other accounting computation is required to be made for the
purposes of any Financing Document, the same shall be done in accordance with
GAAP, to the extent applicable, except where such principles are inconsistent
with the express requirements of such Financing Document.


 


“Account Debtor”  means each
Person obligated in any way on or in connection with an Account.


 


“Accounts”  means all
Receivables arising from the sale or lease of Floor Plan Units, whether now
owned or existing or hereafter created, acquired, or arising or in which the
Company now has or hereafter acquires any rights, however evidenced or acquired
(whether or not evidenced by instruments, notes, drafts, acceptances,
documents, chattel paper, or otherwise). 
For purposes of this Agreement, “Receivables”
means every right to payment for a Floor Plan Unit sold or leased, whether or
not earned by performance, and includes every account, account receivable,
right to payment for returned Floor Plan Units under supplier agreements with
the vendors thereof, instruments, notes, drafts, acceptances, documents,
chattel paper, and all of the Company’s rights to any returned or repossessed
Floor Plan Units and the right of stoppage in transit, in each case to the
extent arising from the sale or lease of Floor Plan Units, and every lien,
guaranty, or security interest that secures a right to payment for a Floor Plan
Unit sold or leased.


 


“Additional Insureds” is defined in Section 9.2(d).


 


“Adjusted  LIBOR Rate”  means a rate per annum determined in accordance with
Section 2.1.


 


“Adjusted Prime Rate” means a rate per annum determined in accordance
with Section 2.1.


 


“Administrative Agent” is defined in Section 19.1.


 


71
















 


“Affiliate”  means, at any
time, and with respect to any Person, (a) any other Person that at such time
directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person, and (b) any
Person beneficially owning or holding, directly or indirectly, five percent or
more of any class of voting or equity interests of such first Person or any
Person of which such first Person beneficially owns or holds, in the aggregate,
directly or indirectly, five percent or more of any class of voting or equity
interests. As used in this definition, “Control”  means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
All Related Persons shall be deemed Affiliates of one another.  “Related Person”
means any Person in which the specified Person owns any material economic
interest, and any other Affiliate or Family Member of such specified
Person.  “Family
Member” means a spouse, any natural or adoptive sibling of any
spouse thereof, and any direct lineal descendant (natural or adoptive) of any
of the foregoing. Unless the context otherwise clearly requires, any reference
to an “Affiliate”  is
a reference to an Affiliate of the Company.


 


“Agent”  or “Agents” means and includes each of the agents referred to in
Section 19.1.


 


“Agent’s Report”  is defined in
Section 8.6.


 


“Agreement” means this Second Amended and Restated Floor
Plan Credit Agreement originally dated as of July 15, 1999, as amended and
restated as of July 31, 2002, and as amended and restated as of the
Restatement Date, among the Company, Agent, and the Lenders, as the same may be
amended, restated, extended, or otherwise modified from time to time in
accordance with its terms.


 


“Alliance ESOP”  and “Alliance ESOT”  means the
Alliance Holdings, Inc. Employee Stock Ownership Plan and Trust dated
July 15, 1999.


 


“Alliance Holdings”  means Alliance
Holdings, Inc., a Pennsylvania corporation, and its permitted successors.


 


“Amended and Restated Articles of
Incorporation” means the Amended and Restated Articles
of Incorporation of Lazy Days’ R.V. Center, Inc. filed with the Florida
Department of State on August 6, 2002, in accordance with the Florida
Business Corporation Act.


 


“Approved Vendor”  means a
manufacturer or vendor of new Floor Plan Units that the Company requests (in
writing) the Agent consider eligible for the Agent’s direct floorplan funding
program and who is approved by the Agent and remains eligible for such program,
all as reasonably determined by the Agent. “Approved Vendors”
include the following: Fleetwood, Winnebago, Monaco, National RV, Carriage,
Thor, Glendale, Chinook, and Tiffen.


 


72
















 


“Asset Disposition” means any Transfer except a Transfer (so
long as such Transfer is permitted under the Security Documents) made in the
ordinary course of business and involving (i) property that is inventory held
for sale or lease and (ii) de minimus Transfers
in the ordinary course of business of worn, damaged or obsolete property of the
Company.


 


“Authorized Representative” means those persons shown on the
list of officers provided by the Company on the Restatement Date or on any
update of any such list provided by the Company to the Lenders, or any further
or different officer of the Company so named by any Authorized Representative
of the Company in a written notice to the Lenders.


 


“Bankruptcy Code”  shall mean
Title 11 of the United States Code, as the same may from time to time be
amended, modified or supplemented.


 


“Borrowing”  means the
total of Loans made to the Company by all the Lenders on a single date.
Borrowings of Loans are made ratably from each of the Lenders according to
their Percentages of the Commitments.


 


“BRS LP” means Bruckmann, Rosser, Sherrill & Co. II,
L.P., a Delaware  limited partnership and an
affiliate of Bruckmann, Rosser, Sherrill & Co., Inc..


 


“Business Day”  means any day
other than a Saturday, a Sunday or a day on which commercial banks in
Alpharetta, Georgia, Seffner, Florida, Parsippany, New Jersey, or Chicago,
Illinois, are required or authorized to be closed.


 


“Capital Lease”  means, with
respect to any Person, any lease by that Person which requires such Person to
concurrently recognize the acquisition of an asset and the incurrence of a
liability in accordance with GAAP.


 


“Capital Lease Obligation”  means, with
respect to any Person and a Capital Lease, the amount of the obligations of
such Person as the lessee under such Capital Lease which would, in accordance
with GAAP, appear as a liability on a balance
sheet of such Person.


 


“Cash Interest Charges”  means, with
respect to any period, the sum (without duplication) of the following: all cash
interest (paid or accrued and payable in cash) in respect of Debt of the
Company (including imputed interest on Capital Leases of the Company) deducted
in determining Net Income for such period.


 


“Change Date”  is defined in
Section 2.1.


 


“Change in Control”  means any of
the following events or circumstances: 
(without limiting the provisions of Sections 9 and 10):


 


73
















 


(i)                                     the failure for any reason of LD Holdings to own
and hold 100% of the outstanding shares of all capital stock of the Company,
free and clear of any liens other than the Liens securing the WF Credit
Facilities, other than because of a transfer by LD Holdings to RV Acquisition
upon the dissolution and termination of LD Holdings or pursuant to a merger of
LD Holdings with and into RV Acquisition (as long as, immediately thereafter,
RV Acquisition then owns 100% of the outstanding shares of all capital stock of
the Company, free and clear of any Liens other than Liens securing the WF
Credit Facilities);


 


(ii)                                  the failure for any reason of RV Acquisition to
own and hold, directly or indirectly, 100% of the outstanding shares of all
capital stock of LD Holdings, free and clear of any Liens (other than because
of a merger of LD Holdings with and into RV Acquisition (as long as, immediately
thereafter, RV Acquisition or LD Holdings (whichever is the surviving
corporation of the merger) then owns 100% of the outstanding shares of all
capital stock of the Company, free and clear of any Liens other than Liens
securing the WF Credit Facilities);


 


(iii)                               after a merger of LD Holdings and RV Acquisition, the failure of the
surviving corporation to own and hold 100% of the outstanding shares of all
capital stock of the Company, free and clear of any liens other than the Liens
securing the WF Credit Facilities;


 


(iv)                              the failure for any reason of BRS LP  to own in the
aggregate shares of capital stock of RV Acquisition representing at least 51%
of the voting rights associated with all outstanding shares of capital stock of
RV Acquisition, other than as a result of (A) the distribution by BRS LP of
shares of LD Holdings to the individual partners of BRS LP upon the liquidation
and dissolution of BRS LP in accordance with its partnership agreement, so long
as thereafter, Affiliates of BRS LP continue to own in the aggregate shares of
Series A Preferred Stock of RV Acquisition and shares of Common Stock of RV
Acquisition issued upon conversion thereof representing at least 51% of the
voting rights associated with all outstanding shares of Series A Preferred
Stock of RV Acquisition and Common Stock of RV Acquisition issued upon
conversion thereof, or (B) a transfer by BRS LP to an Affiliate of BRS LP, or
(C) a transfer to Wallace or an entity controlled by Wallace of some or all of
their respective shares of capital stock of RV Acquisition;


 


(v)                                 any public distribution of equity of any class of
the Company, LD Holdings, or RV Acquisition pursuant to a registration
statement declared effective by the Securities and Exchange Commission under
the Securities Act;


 


(vi)                              any sale of all or substantially all of the capital stock or assets of
the Company, LD Holdings, or RV Acquisition regardless of whether or not in
connection with the merger or consolidation; and


 


74
















 


(vii)                           any recapitalization of the Company (whether or not in connection with a
merger or consolidation) under circumstances in which the holders of a majority
in voting power of the outstanding capital stock of the Company (or its direct
or indirect parent company), immediately before the transaction, own less than
a majority in voting power of the outstanding capital stock of the Company (or
its direct or indirect parent company) immediately after the transaction.


 


“Code”  means the
Internal Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time.


 


“Collateral”  has the
meaning set forth in the Collateral Agency Agreement and the Security
Agreement.


 


“Collateral Agency Agreement”  means
the Amended and Restated Collateral Agency Agreement originally dated as of
July 15, 1999, as amended and restated as of July 31, 2002, and as
amended and restated on the Restatement Date between the Company and the
Collateral Agent, and as thereafter amended and restated from time to time.


 


“Collateral Agent”  means Bank of
America, N.A. (as successor by merger to Banc of America Specialty Finance,
Inc.) and its successors under the Collateral Agency Agreement.


 


“Commitments” is defined in Section 1.1.


 


“Company”  is defined in
the first paragraph of this Agreement.


 


“Consignment Unit” means a recreational vehicle or towable owned by
a Person other than the Company that is in the Company’s possession for sale on
a consignment basis.


 


“Current Assets” is to be calculated in accordance with GAAP and
means cash and cash equivalents, liquid assets, contracts in transit, accounts
receivable (excluding amounts due from officers, directors, shareholders
employees, or Affiliates of the Company), and inventories on a FIFO basis, but
excludes all prepaid expenses and other amounts and all capitalized expenses.


 


“Current Liabilities” is
to be calculated in accordance with GAAP, except that unearned income is to be
excluded and the following amounts are to be included:  (a) 40% of the Company’s LIFO reserve, (b) to
the extent not duplicative of inclusions in accordance with GAAP, Current
Maturities of Funded Debt, and (c) amounts due to officers, directors,
shareholders, employee, and Affiliates of the Company are to be included
(unless specifically subordinated to Lenders in a writing acceptable to the
Lenders (in their sole discretion)).


 


75
















 


“Current Maturities of Funded Debt”  means,
at any time and with respect to any item of Funded Debt, the portion of such
Funded Debt outstanding at such time which by the terms of such Funded Debt or
the terms of any instrument or agreement relating thereto is due on demand or
within one year from such time (whether by sinking fund, other required
prepayment or final payment at maturity) and is not directly or indirectly
renewable, extendible or refundable at the option of the obligor under an
agreement or firm commitment in effect at such time to a date one year or more
from such time.


 


“Current Ratio” means the ratio of (a) Current Assets to (b)
Current Liabilities.


 


“Daily Loan Balance” is defined in Section 8.6.


 


“Debt”  means, with
respect to any Person, all obligations of such Person which in accordance with
GAAP (other than those items excluded below) shall be classified upon a balance
sheet of such Person as liabilities of such Person, and in any event shall
include without duplication:


 


(a)                                  its liabilities for borrowed money;


 


(b)                                 its liabilities for the deferred purchase price
of property acquired by such Person (excluding accounts payable and accrued
liabilities arising in the ordinary course of business but including, without
limitation, all liabilities created or arising under any conditional sale or
other title retention agreement with respect to such property);


 


(c)                                  its Capital Lease Obligations;


 


(d)                                 all liabilities for borrowed money secured by any
Lien with respect to any property owned by such Person (whether or not it has
assumed or otherwise become liable for such liabilities, provided if such
Person shall not have assumed or otherwise become liable for such liability,
the amount of such liability shall be the then Fair Market Value of such
property);


 


(e)                                  all
its liabilities in respect of letters of credit or instruments serving a
similar function issued or accepted for its account by banks and other
financial institutions (whether or not representing obligations for borrowed
money);


 


(f)                                    Swaps of such Person; and


 


(g)                                 any Guaranty of such Person with respect to
liabilities of a type described in any of clauses (a) through (e) hereof.


 


Debt of any Person shall include all
obligations of such Person of the character described in clauses (a) through
(g) to the extent such Person remains legally liable in respect thereof notwithstanding
that any such obligation is deemed to be extinguished under GAAP and, for
avoidance of doubt, shall not include the Phantom Stock Obligations


 


76
















 


amount disclosed on the balance sheet of the
Company for such period, whether or not vested.


 


“Debt Service”  means, at the
date of determination, the sum of the following: (a) Cash Interest Charges for
the 12-month period ending on such date, (b) all principal payments scheduled
or otherwise required to be paid or actually paid in cash related to any
long-term debt obligations, excluding any redemption of the New Notes during
such period, and (c) the principal component of any payments in respect of
Capital Lease Obligations of the Company (and in the event of any acquisition
occurring during such period, the Capital Lease Obligations of the acquired
company) scheduled to be paid during such period.


 


“Debt Service Coverage Ratio”  means,
at the date of determination, the ratio of (a)  EBITDA
minus Maintenance Capital Expenditures
for the 12-month period ending on such date minus taxes
imposed on or measured by income or excess profits for the 12-month period
ending on such date divided by (b) Debt Service for the 12-month period ending
on such date.


 


“Default”  means an event
or condition the occurrence or existence of which would, with the lapse of time
or the giving of notice or both, become an Event of Default.


 


“Disposition Value”  means, at any
time, with respect to any property the book value thereof, valued at the time
of such disposition in good faith by the Company.


 


“Distribution”  means:


 


(a)                                  dividends or other distributions or payments on
capital stock (including so-called phantom stock) of the Company or any ERISA
Affiliate (except distributions in such stock);


 


(b)                                 the redemption or acquisition of such stock or of
warrants, rights or other options to purchase such stock (except when solely in
exchange for such stock) unless made, contemporaneously, from the net proceeds
of a sale of such stock;


 


(c)                                  any payment to any partner or shareholder of the
Company, LD Holdings, RV Acquisition, BRS LP, or any Affiliate of any of them
whether in respect of services rendered to the Company or otherwise (except as
expressly permitted by this Agreement); and


 


(d)                                 any
management, consulting, advisory or other generally similar payment or fee to
any Person, except as expressly permitted by this Agreement.


 


“EBITDA”  means, in
respect of any period, the sum of (a) Net Income for such period plus (without duplication), to the extent deducted in the determination of Net Income
for such period, (b) Cash Interest Charges, (c) taxes imposed on or measured by


 


77
















 


income or excess profits (for such period and
without regard to any prior periods), (d) the amount of all depreciation and
amortization allowances and other non-cash expenses of the Company, (e) any
non-cash portions of expenses management fees pursuant to the Management
Agreement realized for the period but not paid during such period, (f) the
amount of interest expense attributable to this Floor Plan Credit, and (g) the
current portion of the out-of-pocket expenses incurred by the Company in
connection with the amendment and restatement of this Agreement and all the Related
Transactions, and minus (h)  to the extent added in the determination of Net Income for
such period, non-cash income of the Company and those expenses paid during the
period that were previously expensed and accrued in prior period.


 


“Eligible New Floor Plan Units”  means
all inventory of the Company consisting of Floor Plan Units which are new and
unused and which the Agent, in its reasonable judgment, deems to be Eligible
New Floor Plan Units; provided that in no event shall inventory be deemed
Eligible New Floor Plan Units unless all representations and warranties set
forth in the Security Documents with respect to such inventory are true and
correct and such inventory:


 


(a)                                  is an asset of the Company to which it has good
and marketable title, is freely assignable, and is subject to a perfected,
first priority Lien in favor of the Collateral Agent free and clear of any
other Liens;


 


(b)                                 is
located at the Company’s facilities at 6130 Lazy Days Boulevard, Seffner,
Florida, or such other locations as are approved in writing by the Agent and
the Collateral Agent and, in the case of facilities not owned by the Company,
which are at all times subject to landlord waiver agreements in form and
substance satisfactory to the Collateral Agent;


 


(c)                                  is a Class A, Class B, or Class C recreational
vehicle and/or towable as classified by Recreational Vehicle Industry
Association and is of the then current model year or the previous model year;


 


(d)                                 has not been owned or held by the Company for
more than 12 months; and


 


(e)                                  is
not obsolete or slow moving, and is of good and merchantable quality and
complies in all respects with all governmental standards applicable thereto,
free from any defects which might adversely affect the market value thereof.


 


“Eligible Repurchase Agreement”  means
an agreement between a supplier of Floor Plan Units to the Company and the
Collateral Agent providing for the supplier’s agreement to repurchase the
Company’s Floor Plan Units sold to the Company by such supplier on such terms
and conditions acceptable to the Agent in its discretion.


 


78
















 


“Eligible Used Floor Plan Units”  means
all inventory of the Company consisting of Floor Plan Units which are used
(i.e., Floor Plan Units which have been previously sold at retail, have been
registered, documented or titled in any state or jurisdiction, or have been
purchased or acquired by the Company from a source other than the manufacturer,
including trade-in inventory) and that the Agent, in its reasonable judgment,
deems to be Eligible Used Floor Plan Units; provided that in no event shall
inventory be deemed Eligible Used Floor Plan Units unless all representations
and warranties set forth in the Security Documents with respect to such
inventory are true and correct and such inventory:


 


(a)                                  is
an asset of the Company to which it has good and marketable title, is freely
assignable, and is subject to a perfected, first priority Lien in favor of the
Collateral Agent free and clear of any other Liens;


 


(b)                                 is located at the Company’s facilities at 6130
Lazy Days Boulevard, Seffner, Florida, or such other locations as are approved
in writing by the Agent and the Collateral Agent and, in the case of facilities
not owned by the Company, which are at all times subject to landlord waiver
agreements in form and substance satisfactory to the Collateral Agent;


 


(c)                                  is a Class A, Class B, or Class C recreational
vehicle and/or towable as classified by Recreational Vehicle Industry
Association and is of the then current model year or the previous ten model
years;


 


(d)                                 has not been owned or held by the Company for
more than 12 months; and


 


(e)                                  is not obsolete or slow moving, and is of good
and merchantable quality and complies in all respects with all governmental
standards applicable thereto, free from any defects which might adversely
affect the market value thereof.


 


“Environmental Laws” means any and all Federal, state, local,
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.


 


“ERISA”  means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in effect.


 


“ERISA Affiliate”  means any
trade or business (whether or not incorporated) that is treated as a single
employer together with the Company.


 


79
















 


“ESOP Loan”  means the loan
in the aggregate principal amount of $131,712,859 from the Company to the Lazy
Days ESOT pursuant to the terms and provisions of the ESOP Loan Agreement,
which loan was subsequently transferred to the Alliance ESOT and was most
recently transferred to the LDRV ESOT.


 


“ESOP Loan Agreement”  means the ESOP
Loan and Pledge Agreement dated as of July 15, 1999 between the Company
and the Lazy Days ESOT, which was subsequently modified in connection with the
transfer of the ESOP Loan to the Alliance ESOT and was most recently
transferred to the LDRV ESOT in connection with the spin-off of the LDRV ESOP
from the Alliance ESOP.


 


“ESOP Note”  is defined in
Section 5.25.


 


 “ESOP Shares”  is  defined in
Section 5.25.


 


 “Event of Default”  is  defined in
Section 11.


 


“Exchange Act”  means the
Securities Exchange Act of 1934, as amended.


 


“Exchange Agreement”
means the Exchange Agreement dated as of August 6, 2002, among the
Company, LD Holdings, Alliance Holdings, Inc., LDRV ESOP, Wallace, LD Merger
Company, and the holders of certain subordinated notes who are signatory
thereto, as amended from time to time.


 


“Expansion Capital
Expenditures” shall
mean, (a) all expenses incurred during such period by the Company in connection
with capital replacements, additions, renewals or improvements to any of the
capital assets of the Company which are required to be capitalized on the books
and accounts of the Company in accordance with GAAP and (b) the amount of
Capital Lease Obligations relating to all Capital Leases entered into during
such period by the Company, all of which are for expansion activities that have
been designated in advance in writing by the Required Lenders to constitute “Expansion Capital Expenditures.”


 


“Fair Market Value”  means, at any
time and with respect to any Property, the sale value of such Property that
would be realized in an arm’s-length sale at such time between an informed and
willing buyer and an informed and willing seller (neither being under a
compulsion to buy or sell).


 


“Federal Funds Rate”  means, for any
period, a fluctuating interest rate per annum for each day during such period
equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by Federal
Funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for such day on such transactions received by the
Agent from three Federal Funds brokers of recognized standing selected by the
Agent.


 


80
















 


 “Financing Documents”  means this Agreement, the Notes, and the Security
Documents.


 


“First Amended and Restated
Floor Plan Credit Agreement” means the Original Credit Agreement, as amended and restated as of
July 31, 2002.


 


“Floor Plan Credit” is defined in Section 1.1 and includes all
amounts advanced to the Company under this Agreement.


 


“Floor Plan Units”  means inventory
of the Company consisting of recreational vehicles and/or towables that are
owned and held for future sale or lease by the Company in the ordinary course
of its business, it being acknowledged and agreed that Floor Plan Units shall
not include supplies or spare parts inventory.


 


“Funded Debt”  means, with
respect to any Person, all Debt of such Person (including, without limitation,
the revolving credit facility provided for under the WF Credit Facilities, the
New Notes, the Obligations hereunder, and any other Debt other than Debt of the
type described in clause (f) of the definition of “Debt”).


 


“GAAP”  means
generally accepted accounting principles as in effect from time to time in the
United States of America.


 


“Governmental Authority”  means


 


(a)                                  the government of


 


(i)                                     the United States of America or any State or
other political subdivision thereof, or


 


(ii)                                  any jurisdiction in which the Company conducts
all or any part of its business, or which asserts jurisdiction over any
properties of the Company, or


 


(b)                                 any entity exercising
executive, legislative, judicial, regulatory or administrative functions of, or
pertaining to, any such government.


 


“Ground Lease”  means that
certain Ground Lease dated July 15, 1999 between the Company and I-4, and
as amended as of May 14, 2004.


 


“Guaranty”  means, with
respect to any Person, any obligation (except the endorsement in the ordinary
course of business of negotiable instruments for deposit or collection) of such
Person guaranteeing or in effect guaranteeing any indebtedness, dividend or
other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:


 


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(a)                                  to
purchase such indebtedness or obligation or any property constituting security
therefor;


 


(b)                                 to
advance or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of such
indebtedness or obligation;


 


(c)                                  to
lease properties or to purchase properties or services primarily for the
purpose of assuring the owner of such indebtedness or obligation of the ability
of any other Person to make payment of the indebtedness or obligation; or


 


(d)                                 otherwise
to assure the owner of such indebtedness or obligation against loss in respect
thereof.


 


In any computation of the indebtedness or other liabilities of the
obligor under any Guaranty, the indebtedness or other obligations that are the
subject of such Guaranty shall be assumed to be direct obligations of such
obligor.


 


“Hazardous Material”  means any and
all pollutants, toxic or hazardous wastes or any other substances that might
pose a hazard to health or safety, the removal of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted, prohibited
or penalized by any applicable law (including, without limitation, asbestos,
urea formaldehyde foam insulation and polychlorinated biphenyls).


 


“I-4” means I-4 Land Holding Company Limited, a Florida
limited liability company.


 


“Indemnified Matters” is defined in Section 15.2.


 


“Indemnitees” is defined in Section 15.2.


 


“Indenture” means the Indenture dated May 14, 2004, between
the Company and The Bank of New York, as trustee, pursuant to which the New
Notes will be issued and governed.


 


“Institutional Investor”  means any
bank, trust company, finance company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance
company, any broker or dealer, or any other similar financial institution or
entity, regardless of legal form.


 


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“Intercreditor Agreement”  means the
Intercreditor Agreement dated as of May 14, 2004, between Wells Fargo Foothill,
Inc., as lender, and the Collateral Agent, and acknowledged by the Company, as
the same may be amended, modified, or restated from time to time.


 


“Investment”  shall mean any
investment, made in cash or by delivery of property, by the Company (i) in any
Person, whether by acquisition of stock, Debt or other obligation or Security,
or by loan, Guaranty, advance, capital contribution or otherwise, or (ii) in
any property.


 


“IRS” is defined in Section 5.12.


 


“Lazy Days ESOP”  means the Lazy
Days R.V. Center Employee Stock Ownership Plan, and all amendments to it.


 


“Lazy Days ESOT” means the Lazy Days R.V. Center, Inc.
Employee Stock Ownership Trust Agreement between LaSalle Bank, N.A., as the
Trustee of the Lazy Days R.V. Center, Inc. Employee Stock Ownership Trust, and
the Company, and all amendments to it.


 


“LD Holdings” means LD Holdings, Inc., a Delaware corporation
wholly owned by RV Acquisition on the Restatement Date (or their successors and
assigns, as permitted by this Agreement).


 


“LDRV ESOP” is defined in Section 5.24.


 


“LDRV ESOT” is defined in Section 5.24.


 


“Lease Rentals”  means, with
respect to any period, the sum of the rental and other obligations required to
be paid during such period by the Company as lessee under all leases of real or
personal property other than Capital Leases, excluding any amounts required to
be paid by the lessee (whether or not therein designated as rental or additional
rental) which are an account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges.


 


“Lenders”  means Bank of
America, N.A. (as successor by merger to Banc of America Specialty Finance,
Inc.), in its capacity as Lender hereunder, and KeyBank National Association (a national banking association).


 


“Letter of Credit” means the Irrevocable Payment Letter of Credit
in the original amount of $2,500,000 issued by Wells Fargo Bank, National
Association, in favor of the Collateral Agent, for the benefit of the Lenders,
in the form of Exhibit 1.3(c), that meets all of the requirements of
Section 1.3(c).


 


“Letter of Credit Termination
Date” is defined
in Section 1.3(c).


 


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“LIBOR Rate” means the rate of interest per annum equal
to the one (1) month rate of interest (rounded upwards, if necessary to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
the one (1) month London interbank offered rate for deposits in United States
Dollars at approximately 11:00 a.m. (London time) two (2) Business Days before
the Change Date, as adjusted from time to time in the Agent’s sole discretion
for then-applicable reserve requirements, deposit insurance assessment rates
and other regulatory costs.  If for any
reason that rate is not available, the term “LIBOR Rate” shall mean the rate of
interest per annum equal to the one (1) month rate of interest (rounded
upwards, if necessary to the nearest 1/100 of 1%) appearing on the Reuters
Screen LIBO Page as the one (1) month London interbank offered rate for
deposits in United States Dollars at approximately 11:00 a.m. (London time) two
(2) Business Days before the Change Date, as adjusted from time to time in the
Agent’s sole discretion for then-applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs; provided, however, if
more than one rate is specified on Reuters Screen LIBO page, the applicable
rate shall be the arithmetic mean of all such rates.  “Telerate
Page 3750”  means the
display designated as “Page 3750” on the Dow Jones Telerate Service (or such
other page as may replace Page 3750 on that service). “Retuers
Screen LIBO Page”  means the
display designated as the “LIBO” page on the Reuters Monitory Money Rates
Service (or such other page as may replace the LIBO page on that service or
such other service as may be nominated by the British Bankers’ Association as
the information vendor for the purpose of displaying British Banker’s Association
Interest Settlement Rates for U.S. Dollar deposits). Each determination of the
LIBOR Rate made by the Agent shall be conclusive and binding on the Company and
each Lender absent manifest error.


 


“Lien”  means, with
respect to any Person, any restriction on the use or transfer of property or
any claim or charge in any interest in property securing an obligation owed to
or claimed by a Person other than the owner of the property, whether the claim
or charge exists by reason of statute, contract, or common law, and includes
any mortgage, lien, pledge, charge, security interest, hypothecation, tax
assessment, or other encumbrance, or any interest or title of any vendor,
lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements) and any lien for damages, investigation costs, cleanup costs and
response costs incurred by any Governmental Authority under any Environmental
Laws.


 


“Loan”  and “Loans”  each is
defined in Section 1.1, and includes without limitation all Reflooring
Borrowings.


 


“Maintenance Capital Expenditures” for the Company for any
period of determination hereof  shall mean,
(a) all expenses incurred during such period by the Company in connection with
capital replacements, additions, renewals or improvements to any of the capital
assets of the Company which are required to be capitalized on the books and
accounts of the Company in accordance with GAAP and (b) the amount of


 


84
















 


Capital Lease Obligations relating to all
Capital Leases entered into during such period by the Company; but excludes any
Expansion Capital Expenditures.


 


“Management Agreement” means the Management Agreement dated as of May
14, 2004, among the Company, LD Holdings, RV Acquisition, and Bruckmann,
Rosser, Sherrill & Co., L.L.C. and acknowledged by Wallace.


 


“Master Agreement”  means the
Agreement dated as of June 30, 1999, among Alliance Holdings, LD Holdings,
the Alliance ESOT, the Company, Wallace, and the Lazy Days ESOT, as amended
from time to time.


 


“Material”  means material
in relation to the business, operations, affairs, financial condition, assets,
properties or prospects of the Company.


 


“Material Adverse Effect”  means a
material adverse effect on (a) the business, operations, affairs, financial
condition, assets, properties or prospects of the Company or (b) the ability of
the Company to perform its payment or other obligations under any of the
Financing Documents, or (c) the validity or enforceability of any of the
Financing Documents.


 


“Multiemployer Plan”  means any Plan
that is a “multiemployer plan” (as such term is
defined in Section 4001(a)(3) of ERISA).


 


“Net Debt” means all liabilities of the Company as
determined in accordance with GAAP less all cash balances on deposit with
Lenders on the date that Net Debt is measured.


 


“Net Debt to EBITDA Leverage
Ratio” means the
ratio of Net Debt to EBITDA.


 


“Net Income”  means, with
reference to any period, the net income (or loss) of the Company for such
period (taken as a cumulative whole), as determined in accordance with GAAP, provided that there shall be excluded:


 


(a)                                  the income (or loss) of any Person, substantially
all of the assets of which have been acquired in any manner, realized by such
other Person prior to the date of acquisition,


 


(b)                                 the income (or loss) of any Person in which the
Company has an ownership interest, except to the extent that any such income
has been actually received by the Company in the form of cash dividends or
similar cash distributions,


 


(c)                                  any restoration to income of any contingency
reserve, except to the extent that provision for such reserve was made out of
income accrued during such period,


 


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(d)                                 any aggregate net gain (but not any aggregate net
loss) during such period arising from the sale, conversion, exchange or other
disposition of capital assets (such term to include, without limitation, (i)
all non-current assets and, without duplication, (ii) the following, whether or
not current: all fixed assets, whether tangible or intangible, all inventory
sold in conjunction with the disposition of fixed assets, and all Securities),


 


(e)                                  any
gains resulting from any write-up of any assets (but not any loss resulting
from any write-down of any assets),


 


(f)                                    any
net gain from the collection of the proceeds of life insurance policies,


 


(g)                                 any
gain arising from the acquisition of any Security, or the extinguishment, under
GAAP, of any Debt, of the Company,


 


(h)                                 any
net income or gain (but not any net loss) during such period from (i) any
change in accounting principles in accordance with GAAP, (ii) any prior period
adjustments resulting from any change in accounting principles in accordance
with GAAP, (iii) any extraordinary items, or (iv) any discontinued operations
or the disposition thereof, and


 


(i)                                     any
portion of such net income that cannot be freely converted into United States
Dollars.


 


“Net Proceeds Amount”  means, with
respect to any Transfer of any Property by any Person, an amount equal to the difference of


 


(a)                                  the aggregate amount
of the consideration (valued at the Fair Market Value of such consideration at
the time of the consummation of such Transfer) received by such Person in
respect of such Transfer, minus


 


(b)                                 all ordinary and
reasonable out-of-pocket costs and expenses actually incurred by such Person in
connection with such Transfer.


 


“New Notes” means the unsecured 12% Senior Notes due 2012
dated May 14, 2004, and issued pursuant to and governed by the Indenture.


 


“Noncompete Agreement” means the Noncompete and Covenant Agreement
among Wallace, the Company, and RV Acquisition dated May 14, 2004, as amended,
restated, or modified from time to time.


 


“Notes” is  defined in
Section 1.1.


 


“Obligations”  means all
indebtedness, obligations, and liabilities of the Company to the Lenders arising
from time to time under this Agreement or the other Financing


 


86
















 


Documents (including, but not limited to, all
unpaid principal of, and premium, if any, and interest on the Notes and the
Loans evidenced by the Notes (including without limitation interest accruing
after the maturity date of the Loans or Notes and interest accruing after the
filing of a petition in bankruptcy, or the commencement of any insolvency,
reorganization, or like proceeding, relating to the Company, whether or not a
claim for post-filing or post-petition interest is allowed in such
proceeding)), in each case whether now existing or hereafter arising, joint or
several, direct or indirect, absolute or contingent, due or to become due,
matured or unmatured, liquidated or unliquidated, arising by contract,
operation of law, or otherwise, and howsoever evidenced, held, or acquired,
accrued, unaccrued, primary, secondary, asserted, unasserted, and all
obligations of the Company to the Lenders arising out of any renewal,
extension, refinancing, or refunding of any of the foregoing and all costs
incurred by the Lenders and the Agents in connection with the collection,
enforcement, and administration of the Obligations and the Financing Documents
(including without limitation all fees, charges, and disbursements of counsel
to the Agent or any of the Lenders that are required to be paid by the
Company).


 


“Offering Memorandum” means the Offering Memorandum dated May 12,
2004, with respect to the offering of the New Notes.


 


“Officer’s Certificate”  means a
certificate of a Senior Financial Officer or of any other officer of the
Company whose responsibilities extend to the subject matter of such
certificate.


 


“Operating Account”  means account
number 004890202640 of the Company maintained with Bank of America, N.A.


 


“Original Credit Agreement” means the Floor Plan Credit Agreement dated as
of July 15, 1999, among the Company, Agent, and the Lenders before it was
amended and restated by the First Amended and Restated Credit Agreement or this
Agreement.


 


“Other Taxes” is defined in Section 9.7.


 


“Overdue Rate”  means the
interest rate then applicable to the relevant Borrowing of Loans plus an amount
equal to 2.50% per annum.


 


 “Participant” is defined in Section 20.


 


“Participation Account”  means account
number 004890202640,
the interest-bearing account
maintained by, or under the control of, the Agent for the account of the
Company for the investment of excess Collateral proceeds not required for the
repayment of Loans hereunder (or application to the WF Credit Facilities
pursuant to Section 8.5 hereof and the Intercreditor Agreement).


 


“PBGC”  means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.


 


87
















 


“Percentage”  means, for
each Lender, the percentage of the Commitments represented by such Lender’s
Commitment or, if the Commitments have been terminated, the percentage held by
such Lender of the aggregate principal amount of all outstanding Obligations.


 


“Permitted Liens”  means any Lien
permitted under Section 10.9.


 


“Person”  means an
individual, partnership, corporation, estate, limited liability company,
association, trust, unincorporated organization, or a government or agency or
political subdivision thereof.


 


“Phantom Stock Obligations” means distributions that the Company is required
by law or contract to make under the Amended and Restated Lazy Days’ R.V.
Center, Inc. Phantom Stock Plan effective July 19, 1999, as amended by the
First Amendment dated July 31, 2002, and pursuant the termination of the
Amended and Restated Lazy Days’ R.V. Center, Inc. Supplemental Phantom Stock
Plan effective July 15, 1999, as amended through the Restatement Date, which
as of the Restatement Date has been terminated with an effective termination
date of December 31, 2001.


 


“Plan” means an “employee pension benefit
plan” (as defined in Section 3(2) of ERISA) that is or, within
the preceding five years, has been established or maintained, or to which
contributions are or, within the preceding five years, have been made or
required to be made, by the Company or LD Holdings or solely with respect to an
employee pension benefit plan subject to Title IV of ERISA, by any ERISA
Affiliate (but excludes the LDRV ESOP, the LDRV ESOT, the Lazy Days ESOT, and
the Lazy Days ESOP).


 


“Prime Rate”  means the
annual rate of interest publicly announced from time to time by Bank of
America, N.A. (“B of A”) as its “Prime Rate.”  The
Prime Rate is set by B of A based on various factors, including B of A’s costs
and desired return, general economic conditions, and other factors and is used
as a reference point for pricing some loans.


 


“Pro Forma Closing Balance
Sheet”  means
the projected pro forma unaudited balance sheet of the Company dated as of a
date not more than five days before the Restatement Date reflecting the assets,
liabilities and stockholders’ equity of the Company as of that date, assuming
consummation of each Related Transaction as of that date.


 


“Property”  or “properties”  means, unless
otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“Reflooring Borrowings”  is defined in
Section 1.1.


 


“Related Transactions” is defined in Section 4.3.6.


 


88
















 


“Required Lenders”  means the
Lenders whose Percentages represent at least 66 2/3% of the aggregate
Commitments or, if the Commitments have been terminated, the aggregate
principal amount of all outstanding Obligations under or in respect of the
Floor Plan Credit.


 


“Responsible Officer”  means any
Senior Financial Officer, Chief Operating Officer, and any other officer of the
Company with responsibility for the administration of the relevant portion of
the subject Financing Document.


 


“Restatement Closing” means the closing of the transactions
contemplated by this Agreement.


 


“Restatement Date” means the date on which this Second Amended and
Restated Floor Plan Credit Agreement is executed by the Company, the Agent, and
the Lenders.


 


 “Restricted Investments”  means all Investments except the following:


 


(a)                                  property to be used in the ordinary course of
business of the Company;


 


(b)                                 current assets arising from the sale or lease of
goods and services in the ordinary course of business of the Company;


 


(c)                                  Investments existing on the Restatement Date and
disclosed in Schedule 5.15;


 


(d)                                 Investments in United States Governmental
Securities, provided that such obligations mature within 365 days from the date
of acquisition thereof;


 


(e)                                  Investments in certificates of deposit or
banker’s acceptances issued by an Acceptable Bank, provided that such
obligations mature within 365 days from the date of acquisition thereof;


 


(f)                                    Investments in commercial paper given the highest
rating by a credit rating agency of recognized national standing and maturing
not more than 270 days from the date of creation thereof;


 


(g)                                 Investments in Repurchase Agreements;


 


(h)                                 Investments in tax-exempt obligations of any
state of the United States of America, or any municipality of any such state,
in each case rated “AA” or better
by S&P, “Aa2” or better by Moody’s or an
equivalent rating by any other credit rating agency of recognized national
standing, provided that such obligations mature
within 365 days from the date of acquisition thereof;


 


89
















 


(i)                                     loans to officers and employees of the Company
made in the ordinary course of business, so long as the outstanding amount of
all such loans shall not at any time exceed $250,000, provided
the outstanding amount of all unsecured loans to officers and employees shall
not at any time exceed $100,000;


 


(j)                                     the Participation Account and the Company’s
investments from time to time held therein; and


 


(k)                                  Investments received in settlement of amounts due
to the Company effected in the ordinary course of the Company’s business or
owing to the Company as a result of an insolvency proceeding or upon
foreclosure or enforcement by the Company of any Lien in favor of the Company.


 


As used in this definition of “Restricted Investments”:


 


“Acceptable Bank”  means
any bank or trust company (i) which is organized under the laws of the United
States of America or any State thereof, (ii) which has capital, surplus and
undivided profits aggregating at least $250,000,000, and (iii) whose long-term
unsecured debt obligations (or the long-term unsecured debt obligations of the
bank holding company owning all of the capital stock of such bank or trust company)
shall have been given a rating of “A” or better by
S&P or “A2” or better by Moody’s.


 


“Acceptable Broker-Dealer” means any
Person other than a natural person (i) which is registered as a broker or
dealer pursuant to the Securities Exchange Act of 1934, as amended, and (ii)
whose long-term unsecured debt obligations shall have been given a rating of “A” or better by S&P or “A2”
or better by Moody’s.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Repurchase Agreement”  means any written agreement


 


(a)                                  that provides for (i) the transfer of one or more
United States Governmental Securities in an aggregate principal amount at least
equal to the amount of the Transfer Price (defined below) to the Company from
an Acceptable Bank or an Acceptable Broker-Dealer against a transfer of funds
(the “Transfer Price”) by the Company to such
Acceptable Bank or Acceptable Broker-Dealer, and (ii) a simultaneous agreement
by the Company, in connection with such transfer of funds, to transfer to such
Acceptable Bank or Acceptable Broker-Dealer the same or substantially similar
United States Governmental Securities for a price not less than the Transfer
Price plus a reasonable return thereon at a date certain not later than 365
days after such transfer of funds,


 


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(b)                                 in
respect of which the Company shall have the right, whether by contract or
pursuant to applicable law, to liquidate such agreement upon the occurrence of
any default thereunder, and


 


(c)                                  in
connection with which the Company, or an agent thereof, shall have taken all
action required by applicable law or regulations to perfect a Lien in such
United States Governmental Securities.


 


“S&P” means Standard & Poor’s
Ratings Group, a division of The McGraw-Hill Companies, Inc.


 


“United States Governmental Security”  means any direct obligation of, or obligation guaranteed
by, the United States of America, or any agency controlled or supervised by or
acting as an instrumentality of the United States of America pursuant to
authority granted by the Congress of the United States of America, so long as
such obligation or guarantee shall have the benefit of the full faith and
credit of the United States of America which shall have been pledged pursuant
to authority granted by the Congress of the United States of America.


 


“Sale-and-Leaseback Transaction”  means
a transaction or series of transactions pursuant to which the Company shall
sell or transfer to any Person any property, whether now owned or hereafter
acquired, and, as part of the same transaction or series of transactions, the
Company shall rent or lease as lessee (other than pursuant to a Capital Lease),
or similarly acquire the right to possession or use of, such property or one or
more properties which it intends to use for the same purpose or purposes as
such property for a period of six months or longer.


 


“Secured Obligations”  is defined in
the Collateral Agency Agreement.


 


“Securities Act”  means the
Securities Act of 1933, as amended from time to time.


 


“Security”  has the
meaning set forth in Section 2(a)(l) of the Securities Act.


 


“Security Agreement”  means the
Security Agreement dated as of July 15, 1999, between the Company and the
Collateral Agent, as amended and restated as of July 31, 2002, and as
amended and restated as of May 14, 2004, and as thereafter amended and restated
from time to time.


 


“Security Documents”  means the
Collateral Agency Agreement, the Security Agreement, and the Letter of Credit,
together with any agreement entered into at or after July 15, 1999, for
the purpose of securing the Secured Obligations and/or preserving or protecting
the Collateral or the Collateral Agent’s interest therein.


 


“Senior Credit Agreement”  means the
Amended and Restated Credit Agreement dated as of July 31, 2002, by and
among the Company, the guarantor party thereto, and the lenders party thereto.


 


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“Senior Credit Facilities”  means the
$3,662,726 revolving credit facility, and $78,296,294.97 term loan made available
to the Company under the Senior Credit Agreement.


 


“Senior Financial Officer”  means the
chief financial officer, principal accounting officer, chief operating officer,
treasurer or comptroller of the Company.


 


 “Senior Notes”  means the promissory notes issued under the Senior Credit
Agreement from time to time evidencing the Debt incurred by the Company under
the Senior Credit Facilities.


 


 “Settlement”  means as of any time, the making of, or the receiving of
payments, in immediately available funds, by the Lenders, to the extent
necessary to cause each Lender’s actual funded share of the outstanding amount
of Loans (after giving effect to any Loan to be made on such day) to be equal
to such Lender’s ratable share (as hereinafter set forth) of the Loans then
outstanding (after giving effect to any Loan to be made on such day), in any
case where, prior to such event or action, such Lender’s actual funded share of
the Loans is not so equal. For purposes hereof, a Lender’s “ratable share” of the outstanding Loans as of any time shall
be a fraction of the Loans then outstanding, the numerator of which is such
Lender’s Commitment, and the denominator of which is the Commitments of all the
Lenders.


 


“Settlement Amount”  is defined in
Section 8.6.


 


“Settlement Date”  is defined in
Section 8.6.


 


“Shareholders’ Agreement” means the Shareholders’ Agreement dated
July 31, 2002, among LD Holdings, Wallace, Alliance Holdings, and each
other signatory thereto, as amended from time to time.


 


“Stock Acquisition” is defined in Section 5.1(b).


 


“Stock Purchase Agreement” means the Stock Purchase Agreement dated as of
April 27, 2004, among LD Holdings, the Company, RV Acquisition, the LDRV
ESOP, the LDRV ESOT, certain other shareholders of LD Holdings, and Oakridge
Consulting, as amended from time to time.


 


“Stockholders Agreement” means the Stockholders Agreement dated May 14,  2004, among RV Acquisition and BRS LP, and each other
signatory thereto, as amended from time to time.


 


“Subsidiary”  means, as to
any Person, any corporation, association or other business entity in which such
Person or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries owns sufficient equity or voting interests to enable it or them,
(as a group) ordinarily, in the absence of contingencies, to elect a majority
of the


 


92
















 


directors (or Persons performing similar
functions) of such entity, and any partnership or joint venture if more than a
50% interest in the profits or capital thereof is owned by such Person or one
or more of its Subsidiaries or such Person and one or more of its Subsidiaries
(unless such partnership can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its Subsidiaries).


 


“Swaps”  means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of any Financing Document, the
amount of the obligation under any Swap shall be the amount reasonably
anticipated to be payable by such Person thereunder, and in making such
determination, if any agreement relating to such Swap provides for the netting
of amounts payable by and to such Person thereunder or if any such agreement
provides for the simultaneous payment of amounts by and to such Person, then in
each such case, the amount of such obligation shall be the net amount so determined.


 


“Taxes”  is defined in
Section 9.7.


 


 “Termination Date”  means May 14, 2007, or such earlier date on which the
Commitments are terminated in whole pursuant to Section 8.3, 12.1 or 12.2.


 


“Thibault”  shall mean
Charles L. Thibault, an individual.


 


“Thibault Employment Agreement”  means
the Employment Agreement among the Company, Thibault, RV Acquisition, and BRS
LP dated May 14, 2004.


 


“Total Assets”  shall mean, as
of the date of any determination thereof, total assets of the Company
determined in accordance with GAAP eliminating intercompany items.


 


 “Transfer”  means, with respect to any Person, any transaction in which
such Person sells, conveys, transfers or leases (as lessor) any of its
property. For purposes of determining the application of the Net Proceeds
Amount in respect of any Transfer, the Company may designate any Transfer as
one or more separate Transfers each yielding a separate Net Proceeds Amount. In
any such case, (a) the Disposition Value of any property subject to each such
separate Transfer and (b) the amount of Total Assets attributable to any
property subject to each such separate Transfer shall be determined by ratably
allocating the aggregate Disposition Value of, and the aggregate Total Assets
attributable to, all property subject to all such separate Transfers to each
such separate Transfer on a proportionate basis.


 


“Unfunded Approved Amounts”  means,
at anytime, the aggregate amount then being reserved by the Agent under the
Floor Plan Credit for the full payment of invoices for Eligible New Floor Plan
Units to Approved Vendors for which the Agent has received a purchase order
from the Company and notice of shipment or intent to ship from the Approved
Vendor.


 


93
















 


“U.S. Governmental Authority”  means
(a) the government of the United States of America or any State or other
political subdivision thereof, or (b) any entity exercising executive,
legislative, judicial, regulatory or administrative functions of, or pertaining
to, any such government.


 


“Wallace”  shall mean
Donald W. Wallace, an individual.


 


“Wallace Employment Agreement”  means
the Employment Agreement among the Company, Wallace, RV Acquisition, and BRS LP
dated May 14, 2004.


 


“Warrant Agreement” has the meaning given to that term in the
Original Credit Agreement.


 


“WF” means Wells Fargo Foothills, Inc., and includes
its successors and assigns.


 


“WF Credit Agreement”  means the Loan
and Security Agreement dated as of May 14, 2004, between the Company and Wells
Fargo Foothill, Inc., as lender, as the same may be amended in accordance with
Section 10.24.


 


“WF Credit Facilities”  means, the
$15,000,000 revolving credit facility made available to the Company under the
WF Credit Agreement.


 


94
















 


EXHIBIT 1.1B


 


THIS RENEWAL AND
AMENDED AND RESTATED FLOOR PLAN CREDIT NOTE HAS BEEN EXECUTED AND DELIVERED IN
THE STATE OF ILLINOIS, RENEWS AND CONSOLIDATES A FLOOR PLAN CREDIT NOTE IN THE
ORIGINAL PRINCIPAL AMOUNT OF $[3   ,000,000], DATED AS OF JULY 31,
2002 (THE “ORIGINAL NOTE”), WITH A NEW ADVANCE OF
FUNDS OF
$[                                ]
ON [             ],
2004 (THE “NEW ADVANCE”). STATE OF FLORIDA
DOCUMENTARY STAMP TAXES WERE NOT PAYABLE WITH RESPECT TO THE ORIGINAL NOTE OR
THE NEW ADVANCE BECAUSE THE ORIGINAL NOTE AND THIS NOTE WERE EXECUTED AND
DELIVERED IN THE STATE OF ILLINOIS. THE COMPANY SHALL INDEMNIFY AND HOLD
HARMLESS THE LENDERS AND THE AGENT FROM ANY AND ALL EXCISE TAXES DUE ON THE
TRANSACTIONS EVIDENCED BY THIS NOTE, IF ANY. 
A COPY OF THE ORIGINAL NOTE IS ATTACHED TO THIS NOTE.


 


LAZY DAYS’ R.V. CENTER, INC.

RENEWAL AND AMENDED AND RESTATED FLOOR PLAN CREDIT NOTE


 


	
  $[                     ]

  	
   

  	
  [Date]

  



 


On the
Termination Date, for value received, the undersigned, LAZY DAYS’ R.V. CENTER,
INC. a Florida corporation (the “Company”),  hereby promises to pay to the order of
                               
(the “Lender”),  at  the office of the Administrative Agent or at such other
place as the Lender may from time to time designate in writing to the Company,
the principal sum of (i)
                             
and no/100 Dollars ($                     ),
or (ii) such lesser amount as may at  the time of
the maturity hereof, whether by acceleration or otherwise, be the aggregate
unpaid principal amount of all Loans owing from the Company to the Lender under
the Floor Plan Credit (such term and any other terms not defined herein shall
have the respective meanings assigned thereto in that certain Floor Plan Credit
Agreement originally dated as of July 15, 1999, and as amended and
restated as of July 31, 2002, and as amended and restated as of [           ],
2004 between the Company, the Lenders which are now or may from time to time
hereafter become parties thereto, and Bank of America, N.A. (as successor by
merger to Banc of America Specialty Finance, Inc.), as Administrative Agent for
the Lenders (said Floor Plan Credit Agreement, as the same may be amended,
modified or restated from time to time, being referred to herein as the “Credit Agreement”))  provided for
in the Credit Agreement. All payments hereunder shall be due and payable
absolutely and unconditionally and without defense (other than payment),
set-off, reduction or counterclaim of any kind.


 


This Note
evidences Loans made and to be made to the Company by the Lender under the
Floor Plan Credit provided for under the Credit Agreement, and the Company
hereby promises to pay interest at the office described above on each Loan
evidenced hereby at the rates and at the times and in the manner specified
therefor in the Credit Agreement. All payments hereunder shall be due and
payable absolutely and unconditionally and without defense (other than
payment), set-off, reduction or counterclaim of any kind. Notwithstanding
anything contained herein or in the Credit


 


95
















 


Agreement to the contrary, the outstanding
principal hereof shall bear interest at the Overdue Rate if and so long as any
Event of Default exists under the Credit Agreement.


 


This Note is
issued by the Company under the terms and provisions of the Credit Agreement
and is secured by, among other things, the Security Documents, and this Note
and the holder hereof are entitled to all of the benefits and security provided
for thereby or referred to therein, to which reference is hereby made for a
statement thereof.  This Note may be
declared to be, or be and become, due prior to its expressed maturity,
voluntary prepayments may be made hereon without premium or penalty except as
may be required under Section 2 of the Credit Agreement, and certain
prepayments are required to be made hereon, all in the events, on the terms and
with the effects provided in the Credit Agreement.


 


The Company
hereby promises to pay all costs and expenses (including reasonable attorneys’
fees) suffered or incurred by the holder hereof in collecting this Note or
enforcing any rights in any collateral therefor. The Company hereby waives
presentment for payment and demand.


 


This Note shall
be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State.


 


	
   

  	
  LAZY DAYS’ R.V. CENTER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
							



 


96
















 


EXHIBIT
1.3(C)


 


FORM OF
LETTER OF CREDIT
Annex A to Standby Letter
of Credit Application


 


WELLS
FARGO BANK, N.A.


TRADE
SERVICES DIVISION, NORTHERN CALIFORNIA


ONE
FRONT STREET, 21ST FLOOR


SAN
FRANCISCO, CALIFORNIA 94111


Contact
Phone: 1(800) 798-2815 (Option 1


Email
: sftrade@wellsfargo.com


 


IRREVOCABLE
PAYMENT LETTER OF CREDIT


 


	
  Bank of America, N.A

  	
   

  	
  Date: May    ,
  2004

  
	
  1335 Windward Concourse

  	
   

  	
  Letter of Credit No.

  
	
  Alpharetta, GA 30005-8899

  	
   

  	
   

  
	
  Attention: Joe Sagneri

  	
   

  	
   

  



 


Ladies and Gentlemen:


 


At the request and for the account of Lazy Days’ R.V. Center, Inc., we
hereby establish our Irrevocable Payment Letter of Credit in your favor in the
amount of Two Million Five Hundred Thousand  United States
Dollars (US$2,500,000.00) available with us at our above office by payment of
your draft(s) drawn on us at sight accompanied by your signed and dated
statement worded in the format attached hereto as Exhibit A with the
instructions in brackets therein complied with.


 


Partial and multiple drawings are permitted
under this Letter of Credit.


 


Each draft must be marked “Drawn under Wells
Fargo Bank, N.A. Letter of Credit No.
                   .”


 


As used herein the term “Business Day” shall
mean a day of the year on which our San Francisco Trade Services Division,
Northern California office is open for business.


 


We hereby agree with you that each drawing
presented hereunder in full compliance with the terms hereof will be duly
honored by our payment to you of the amount of such demand, in immediately
available funds of Wells Fargo Bank, N.A. by wire transfer of immediately
available Federal Funds to your account in a bank on the Federal Reserve wire
system or by deposit in immediately available funds of Wells Fargo Bank, N.A.
into a designated account you may establish with us:


 


97
















 


(i)                                     not
later than 1:00 p.m., San Francisco time, on the Business Day following the
Business Day on which such drawing is presented to us as aforesaid if such
presentation is made to us at or before noon, San Francisco time.


 


or


 


(ii)                                  not
later than 1:00 p.m., San Francisco time, on the second Business Day following
the Business Day on which such drawing is presented to us as aforesaid if such
presentation is made to us after noon, San Francisco time.


 


If any
drawing presented to us under this Letter of Credit does not, in any instance,
strictly conform to the terms and conditions of this Letter of Credit, we will
give you notice as required by the UCP  (as defined below) that the drawing was not presented in accordance with the terms and
conditions of this Letter of Credit, stating the reasons for such nonconformity
and stating that we will hold at your disposal or return to you any documents
presented to us in such drawing not later than our close of business on the
second Business Day following the Business Day on which such drawing was
presented.  You may correct such
non-conforming drawing, if possible, by presenting a conforming drawing to us
under the terms and conditions of this Letter of Credit on or before the
expiration date of this Letter of Credit.


 


This Letter of Credit is transferable and may
be transferred more than once, but in each case only in the amount of the full
unutilized balance hereof to any single transferee who you shall have advised
us pursuant to Exhibit B has succeeded Bank of America, N.A. (“Agent”) or a
successor agent as agent under the Second Amended and Restated Floor Plan Credit Agreement dated May
14, 2004, among Agent, Lazy
Days’ R.V. Center, Inc., and
Bank of America, N.A. and KeyBank National Association (together, the “Lenders”), as
amended, modified, or restated from time to time. Transfers
may be effected without charge to the transferor or transferee and only through
ourselves and only upon presentation to us of a duly executed instrument of
transfer in the form attached hereto as Exhibit B. Any transfer of this Letter
of Credit as aforesaid must be endorsed by us on the reverse hereof and may not
change the place of presentation of demands from our Trade Services Division,
Northern California Office in San Francisco, California.


 


This Letter of Credit expires at our above
office on May   , 2005, but shall be automatically extended, without
written amendment, first to May   , 2006, then to May   ,
2007 and then to, but not beyond August   , 2007 unless you have
received written notice sent by us to you at your address above by registered
mail or express courier that we elect not to renew this Letter of Credit beyond
the date specified in such notice (the “Non Renewal Expiration Date”) which Non
Renewal Expiration Date, will be May   , 2005, or any subsequent May
   occurring before  August   ,
2007 (the “Final Expiration Date”)  and be at
least ninety (90) calendar days after the date you receive such notice.


 


98
















 


Notwithstanding anything to the contrary in
the UCP, the Non Renewal Expiration Date or the Final Expiration Date will be
automatically extended to that Business Day (a day on which we are open at our
above office to conduct our letter of credit business) which is 30 Business
Days after such Non Renewal Expiration Date or Final Expiration Date (1) if
such Non Renewal Expiration Date or Final Expiration Date falls on a day which
is not a Business Day for any reason referred to in Article 17 of the UCP,
or (2) if such Non Renewal Expiration Date or Final Expiration Date falls on a
day which is not a Business Day for any reason other than those referred to in
Article 17 of the UCP and the next succeeding day which would have been a
Business Day is not a Business Day for any reason referred to in
Article 17 of the UCP.


 


This Letter of Credit sets forth in full our
undertaking, and such undertaking shall not in any way be modified, amended,
amplified or limited by reference to any document, instrument or agreement
whatsoever in this Letter of Credit other than the UCP and UCC.  Reference to any document, instrument or
agreement in any certificate or any transfer instrument mentioned in this
Letter of Credit will not be deemed to incorporate into this Letter of Credit
such document, instrument or agreement.


 


Except as stated in this Letter of Credit,
our undertaking in this Letter of Credit is not subject to any condition or
qualification.  Our obligation under this
Letter of Credit will be our individual obligation in no way contingent upon
reimbursement with respect thereto.


 


Except as otherwise provided in this Letter
of Credit, this Letter of Credit is subject to the Uniform Customs and Practice
For Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500 (the “UCP”) and the laws of the State of Florida (the
“UCC”), and, in the case of any conflict between such laws and the UCP, the UCC
will control.


 


	
   

  	
   

  	
  Very truly yours

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  (AUTHORIZED
  SIGNATURE)

  
	
   

  	
   

  	
   

  
					



 


99
















 


	
   

  	
  Exhibit A

  
	
   

  	
  Wells Fargo Bank, N.A.

  
	
   

  	
  Letter of Credit No.

  



 


CERTIFICATE FOR DRAWING IN
CONNECTION


WITH DEFAULT OF CERTAIN
OBLIGATIONS


UNDER THE SECOND AMENDED


AND RESTATED FLOOR PLAN CREDIT
AGREEMENT


Irrevocable
Payment Letter of Credit No.
            


 


The
undersigned, a duly authorized representative of [insert beneficiary name] (“Beneficiary”), as agent under the Second Amended
and Restated Floor Plan Credit Agreement dated May 14, 2004, among Agent, Lazy
Days’ R.V. Center, Inc., and Bank of America, N.A. and KeyBank National
Association, as amended, modified, or restated from time to time (the “Credit
Agreement”) hereby certifies to Wells Fargo Bank, N.A. (the “Bank”) with
reference to Irrevocable Payment Letter of Credit No.
              
(the terms defined in the Letter of Credit and not otherwise defined in this
Certificate have the meaning attributed to those terms in the Letter of Credit)
that:


[insert either


 


“The
Beneficiary is making a drawing under the Letter of Credit in the amount of $[insert amount of draft which accompanies statement]
with respect to the payment of amounts due and owing to the Beneficiary under
the provisions of the Credit Agreement which payment is due in accordance with
the terms of the Letter of Credit no later than 1:00 p.m., San Francisco time,
on the Business Day following the Business Day on which such drawing is
presented to you if such presentation is made to you at or before noon, San
Francisco time or not later than 1:00 p.m., San Francisco time, on the second
Business Day following the Business Day on which such drawing is presented to
you if such presentation is made to you after noon, San Francisco time.”


 


or


 


“Pursuant
to the provisions of Section 1.3(c) of the Credit Agreement, the
Beneficiary is making a drawing under the Letter of Credit in the amount of $[insert amount of draft which accompanies statement]
with respect to the payment of amounts due and owing to the Beneficiary for
failure to provide in a timely manner a replacement letter of credit in
accordance with the terms and conditions of that agreement which payment is
dueno later than 1:00 p.m., San Francisco time, on the Business Day following
the Business Day on which such drawing is presented to you if such presentation
is made to you at or before noon, San Francisco time or not later than 1:00
p.m., San Francisco time, on the second Business Day following the Business Day
on which such drawing is presented to you if such presentation is made to you
after noon, San Francisco time.”]


 


100
















 


IN WITNESS WHEREOF, the Beneficiary has
executed and delivered this Certificate as of the [insert date] day of [insert
month], [insert year].


 


	
   

  	
  [insert beneficiary name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [insert signature]

  
	
   

  	
  Name:

  	
  [insert name]

  
	
   

  	
  Title:

  	
  [insert title]

  



 


101
















 


	
   

  	
  Exhibit B

  
	
   

  	
  Wells Fargo Bank, N.A.

  
	
   

  	
  Letter of Credit No.

  
	
   

  	
   

  
	
   

  	
  Date:

  



 


Wells Fargo
Bank, N.A.


Trade Services
Division, Northern California


One Front
Street, 21st Floor


San Francisco,
California 94111


 


Subject: Your Letter of Credit No. 


 


Ladies and Gentlemen:


 


For value received, we hereby irrevocably
assign and transfer all our rights under the above-captioned Letter of Credit,
as heretofore and hereafter amended, extended or increased, to:


 


	
   

  	
   

  
	
   

  	
  [insert name of transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [insert address]

  



 


By this transfer, all of our rights in the
Letter of Credit are transferred to the transferee, and the transferee shall
have sole rights as beneficiary under the Letter of Credit, including sole
rights relating to any amendments, whether increases or extensions or other
amendments, and whether now existing or hereafter made. You are hereby
irrevocably instructed to advise future amendment(s) of the Letter of Credit to
the transferee without our consent or notice to us.


 


Enclosed are the original Letter of Credit
and the original of all amendments to this date. Please notify the transferee
of this transfer and of the terms and conditions of the Letter of Credit as
transferred. This transfer will not become effective until the transferee is so
notified.


 


The transferee has succeeded Bank of America,
N.A. (“Agent”) or a successor agent as agent under the Second Amended and Restated Floor Plan
Credit Agreement


 


102
















 


dated
May 14, 2004, among Agent, Lazy
Days’ R.V. Center, Inc.,
and Bank of America, N.A. and KeyBank National Association (together, the “Lenders”), as
amended, modified, or restated from time to time.


 


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [insert name of transferor]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   
  Title:

  	
   

  	
   

  
	
  Signature of Transferor Guaranteed

  	
   

  	
   

  
	
  [insert name of bank]

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   Name:

  	
   

  	
   

  	
   

  	
   

  
	
   Title:

  	
   

  	
   

  	
   

  	
   

  
													



 


 


	
  Agreed to and accepted by:

  
	
   

  
	
   

  	
   

  
	
  APPLICANT

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  AUTHORIZED SIGNATURE

  



 


103
















 


EXHIBIT
4.3.4(A)


 


FORM OF
OPINION OF JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP


 


The closing
opinion of counsel for RV Acquisition or the Company, which is called for by
Section 4.3.4(a) of the Credit Agreement, shall be dated the date of the
Closing and addressed to the Lenders, shall be satisfactory in scope and form
to Lenders and shall be to the effect that:


 


1.                                       Each of the
Company and LD Holdings has been incorporated and is organized under the laws
of the State of Florida and its respective status in Florida is active.  RV Acquisition has been incorporated, is
organized, and is in good standing under the laws of the State of
Delaware.  RV Acquisition is qualified as
a foreign corporation and authorized to conduct business in the State of Florida.


 


2.                                       Each of the
Company, LD Holdings, and RV Acquisition, and BRS LP has the corporate or
partnership power to execute, deliver and perform its obligations under the
Loan Documents and Transaction Documents to which it is a party.  The Company has authorized the issuance of
the Notes, the incurrence of the Loans, and the execution, delivery and
performance of the Loan Documents and Transaction Documents to which it is a
party by all necessary corporate action.


 


3.                                       The execution
and delivery by each of the Company, LD Holdings, and RV Acquisition of each
respective Loan Document and Transaction Document to which it is a party and
the performance by each of the Company, LD Holdings, and RV Acquisition of its
respective obligations under such Loan Documents and Transaction Documents will
not violate any provision of (A) the Corporate Organizational Documents of the
Company, LD Holdings, and RV Acquisition or (B) any Applicable Law.  “Applicable Law” shall mean those laws, rules
and regulations of the State of Florida, the General Corporation Law of the
State of Delaware or the United States of America (including Regulations T, U,
and X of the Board of Governors of the Federal Reserve System and state and
federal securities laws) which are normally applicable to transactions of the
type contemplated by the Loan Documents and the Transaction Documents.


 


4.                                       No further
consent or approval of, license or exemption by, or order or authorization of,
or filing, recording or registration with, any Florida governmental or
regulatory authority is required to be obtained by any of the Company, LD
Holdings, and RV Acquisition in connection with the execution and delivery by
of the Loan Documents and Transaction Documents to which it is a party or the
performance by any the Company, LD Holdings, and RV Acquisition of its
respective obligations under such Loan Documents or Transaction Documents.


 


104
















 


5.                                       Each of the Loan
Documents and Transaction Documents to which each of the Company, LD Holdings,
and RV Acquisition is a party is a valid and binding obligation of the Company,
LD Holdings, and RV Acquisition and is enforceable against that party in
accordance with its terms.


 


6.                                       The execution
and delivery by the Company, LD Holdings, and RV Acquisition of the Loan
Documents and Transaction Documents to which it is a party and the performance
by the Company, LD Holdings, and RV Acquisition of its obligations thereunder,
each in accordance with its terms, do not constitute a violation of or a
default under (with or without the giving of notice or passage of time or both)
any Material Agreement identified on Schedule 1 to the Officer’s
Certificate.  To our knowledge, the
Company, LD Holdings, and RV Acquisition are not parties to, or expressly bound
by, any order, judgment, injunction, writ or decree of any court or
governmental authority that would prohibit or be violated by the performance by
it of its obligations under the Loan Documents or Transaction Documents to
which it is party.  The execution,
delivery and performance of the Loan Documents and Transaction Documents by the
Company, LD Holdings, and RV Acquisition will not result in or require the
creation under the Material Agreements of the Company of any lien on any
property, assets or revenues of the Company, except as contemplated by the Loan
Documents and the Transaction Documents.


 


7.                                       As of the
Restatement Date, the Company’s authorized capital stock consists of 1,000
shares of Common Stock, par value $0.01 per share, all of which are issued to
LD Holdings.  As of the Restatement Date,
LD Holdings’ authorized capital stock consists of
[         ] shares of Common
Stock, par value [   ] per share, all of which are issued to RV
Acquisition. As of the Restatement Date, RV Acquisition’s authorized capital
consists of 100,000 shares of Preferred Stock, $.01 par value, of which 57,000
shares have been designated as Series A Preferred Stock,
[        ] of which are owned by
Wallace and [        ] of which are
owned by BRS LP, and 10,000,000 shares of Common Stock, $.01  par value per share,
[         ] of which are owned by
Wallace and [         ] of which
are owned by BRS LP.


 


8.                                       Provided the
transaction bears a reasonable relationship to the jurisdiction selected in
such contract, Florida courts will generally give effect to a contractual
provision that the law of a jurisdiction other than Florida is to govern the
contract, except with respect to (i) those provisions of such laws that offend
a strong public policy of the State of Florida and (ii) certain other instances
in which Florida law is deemed by statute to be the governing law.  We believe that a court applying Florida law
would enforce the provisions of those Loan Documents which provide that New
York law will govern such Loan Documents, except for those provisions of New
York law that violate a strong public policy of the State of Florida and
provided that Florida law applies in the instances in which Florida law will
nevertheless apply as provided under Florida statutory law.   Florida courts have consistently held since
1981 that the Florida usury law does not set forth a strong public policy of
the State of Florida for purposes of the foregoing test.  Similarly, Florida statutory law does not
require application of Florida’s usury law in a transaction in which the
parties have selected the law of another jurisdiction.  Although


 


105
















 


we render no opinion regarding which laws of the State of New York, if
any, may violate a strong public policy of the State of Florida, as of the date
of this letter, we are not aware, without any investigation (except as set
forth in the immediately following sentence), of any Florida case law which
holds that any law of the State of New York applicable to this transaction
violates a strong public policy of the State of Florida. We note that there are
no reported Florida cases that have found that the usury law of the State of
New York offends a strong public policy of the State of Florida.   In giving this opinion, we note that we have
an office in New York, New York, but that office has not been asked to review
this opinion and you have agreed that we are not responsible for matters of law
of the State of New York.  Further, given
the above referenced holdings of courts applying Florida law, we believe for
purposes of determining the permissible rate of interest under the Loan
Documents, that a court of law applying Florida law should enforce the
provisions of the Loan Documents selecting a New York choice of law provision.


 


9.                                       No mortgage,
documentary, excise, stamp, or similar taxes are payable in connection with the
execution or delivery of the Floor Plan Credit Agreement or the other Loan
Documents, or the granting of the pledges, liens and security interests under
the Florida Security Documents.


 


10.                                 The provisions of the Security Agreement
are effective to create, in favor of the Collateral Agent, as security for the
Secured Obligations (as defined in the Collateral Agency Agreement) of the Company,
a valid security interest in the Company’s rights in that portion of the
Collateral described therein which is subject to Article 9 of the UCC.


 


11.                                 Based upon the
assumptions noted in Paragraph 8 of Holland & Knight’s opinion to you dated
July 15, 1999 (the “Prior Opinion”), Holland & Knight had opined that:
the Original Security Agreement and the Florida Financing Statements created a
valid security interest in favor of the Collateral Agent for the benefit of the
Lenders to secure the Obligations (as such term was defined in the Original
Security Agreement)  in all right, title,
and interest of the Borrower in and to the collateral described in the Original
Security Agreement and the Florida Financing Statements, to the extent that
such collateral is of a type in which a security interest could be created
under Article 9 of the UCC;  the
Florida Financing Statements were in appropriate form for filing, and the
filing offices listed on Schedule 2 attached hereto (the “Florida
Filing Offices”) were all of the offices in Florida in which filings were
required to perfect the security interest of the Collateral Agent in the
Florida Security Documents Collateral, to the extent that security interests in
the Florida Security Documents Collateral could be perfected by filing UCC-1
financing statements in Florida under the UCC; and then to the extent that
security interests in the Florida Security Documents Collateral may be
perfected by filing UCC-1 financing statements in Florida under the UCC, such
filings would result in the perfection of such security interests.  The term “Florida Security Documents
Collateral” means that property of the Borrower being pledged under the Florida
Security Documents that is of a type in which a security interest can be
perfected under Article 9 of the UCC by filing a form UCC-1 financing
statement.


 


106
















 


12.                                 Subject to the
assumptions noted above, including those set forth in the Prior Opinion, which
are incorporated by reference herein in their entirety, we hereby opine that
the lien of the Collateral Agent and the Lenders in the Florida Security
Documents Collateral remains a valid, perfected security interest in favor of
the Collateral Agent for the benefit of the Lenders to secure the Obligations
(as such term is defined in the Security Agreement) and that no additional
financing statements need to be recorded other than the Florida Financing
Statements we understand were recorded in the Florida Filing Offices.


 


13.                                 Foreclosure under any
of the Florida Security Documents by judicial action (but not by power of
sale), in and of itself will not under Florida law restrict or impair the
Borrower’s liabilities with respect to the obligations secured thereby or the
Collateral Agent’s rights or remedies with respect to the foreclosure or
enforcement of any other security interests or liens securing such obligations
(including, without limitation, the Collateral Agent’s rights and remedies
under any of the other Florida Security Documents) to the extent any deficiency
remains unpaid after application of the proceeds of the foreclosure of such
Florida Security Document, and the laws of the State of Florida do not require
a lienholder to elect to pursue its remedies either against mortgaged realty or
personalty where such lienholder holds security interests and liens on both
real and personal property of a debtor.


 


14.                                 We hereby confirm to you that, based
solely on a review of our litigation docket and the Officer’s Certificate,
there are no actions or proceedings against the Company, LD Holdings, RV
Acquisition, or BRS LP pending or overtly threatened in writing, before any
court, governmental or regulatory agency or arbitrator other than those
disclosed in the Officer’s Certificate.


 


15.                                 The Company is not required to register
as an “investment company” as such terms is defined in the Investment Company
Act of 1940, as amended.


 


16.                                 The issuance, sale and delivery of the
Notes under the circumstances contemplated by the Credit Agreement do not,
under existing law, require the registration of the Notes under the Securities
Act of 1933, as amended.


 


17.                                 The issuance, sale,
and delivery of the New Notes under the circumstances contemplated by the
Indenture and the Offering Memorandum do not, under existing law, require the
registration of the New Notes under the Securities Act of 1933, as amended, or
any securities law of any jurisdiction in the United States of America.


 


The opinion of
[                               ]
shall cover such other matters relating to the making of the Loans as the
Lenders may reasonably request. With respect to matters of fact on which such
opinion is based, such counsel shall be entitled to rely on appropriate
certificates of public officials and officers of the Company.  Some or all of the foregoing opinions may be
provided in separate opinions addressed to Lenders, Agent, and other parties in
connection with the Related Transactions.


 


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For purposes of the foregoing opinions:


 


“Loan Documents” means each of the following:


 


1.                                       this Second Amended and Restated Floor Plan
Credit Agreement;


2.                                       the Notes;


3.                                       Security Agreement;


4.                                       Collateral Agency Agreement; and


5.                                       the UCC 1 financing statements on file with the
Florida Secured Transactions Registry (as continued).


 


“Florida Security Documents” means:


 


1.                                       Security Agreement;


2.                                       Collateral Agency Agreement; and


3.                                       the UCC 1 financing statements on file with the
Florida Secured Transactions Registry.


 


“Transaction Documents” means:


 


1.                                       WF Credit Agreement;


2.                                       Stock Purchase Agreement;


3.                                       Escrow Agreement;


4.                                       Indenture;


5.                                       New Notes;


6.                                       Management Agreement; and


7.                                       Other related documents (excluding lease
amendment and employment agreements).


 


108
















 


EXHIBIT
4.3.4(B)


 


FORM OF
OPINION OF COUNSEL


TO ESOP FIDUCIARY


 


	
   

  	
  May [13], 2004

  



 


RV Acquisition
Inc.

c/o Bruckmann, Rosser, Sherrill & Co., Inc.

126 East 56th Street

New York, NY  10022

Attention:  Thomas J. Baldwin


 


Re:                             Stock Purchase Agreement (the “Agreement”) dated as
of April 27, 2004, by and among RV Acquisition Inc. (“Buyer”), LD
Holdings, Inc. (“LDH”) and Lazy Days’ R.V. Center, Inc. (“Lazy Days,” and
together with LDH, the “Companies”), the Employee Stock Ownership Plan and Trust
for the Employees of Lazy Days (the “ESOP”), acting herein through James. L.
Farnsworth as the directed trustee of the ESOP (the “Trustee”), and not in his
individual capacity, the other stockholders of LD Holdings, Inc., and Oakridge
Consulting, acting as agent for the other stockholders


 


Gentlemen:


 


We have acted as special counsel to
Consulting Fiduciaries, Inc. (the “ESOP Fiduciary”), in its capacity as the
independent fiduciary for the ESOP, and not in its corporate capacity, and this
opinion is furnished to you at the request of the ESOP Fiduciary pursuant to
Section 8.2(c) of the Agreement.


 


For purposes
of this opinion letter, we have, inter
alia, examined copies of the following documents:


 


(i)                                     the
Agreement;


 


(ii)                                  that
certain Agreement Among Sellers, dated as of April 27, 2004;


 


(iii)                               that certain Waiver of
Rights Under the Shareholders’ Agreement of LD Holdings, Inc. dated as of
April 27, 2004;


 


(iv)                              that certain Agreement
Regarding LDRV Holdings Corporation among Lazy Days’ R.V. Center, Inc. and the
Trustee of the ESOP, dated as of May [13], 2004;


 


(v)                                 that certain
Termination Agreement relating to the August 6, 2002 Floor Price Agreement
among Alliance Holdings, Inc., Lazy Days’ R.V. Center, Inc. and the Trustee of
the ESOP, dated as of May [13], 2004;


 


109
















 


(vi)                              that certain Affiliate
Termination Agreement among LD Holdings Inc., the Company, Alliance Holdings,
Inc., the Trustee of the ESOP and certain other persons and entities dated as
of May [13], 2004;


 


(vii)                           the Affidavit of Non-Foreign
Status of the Trustee of the ESOP;


 


(viii)                        that certain Assignment
Separate from Certificate relating to the shares of LD Holdings, Inc. stock
owned by the ESOP;


 


(ix)                                that certain Trustee’s
Closing Certificate required under Section 8.2(a) of the Stock Purchase
Agreement, dated as of May [13], 2004;


 


(x)                                   the Direction by the
ESOP Fiduciary to the Trustee dated as of April 27, 2004;


 


(xi)                                the Direction by the
ESOP Fiduciary to the Trustee dated as of May [13], 2004;


 


(xii)                             the ESOP Fiduciary’s
Certificate delivered pursuant to Section 8.2(c) of the Agreement; and


 


(xiii)                          the Employee Stock Ownership
Plan and Trust for the Employees of Lazy Days, as amended from time to time.


 


The Agreement and the ancillary documents,
instruments, exhibits, schedules, agreements and certificates relating thereto
(whether or not referenced in the foregoing paragraph) are referred to herein
collectively as the “Transaction Agreements.” 
As such special counsel, we have examined executed counterparts (or
photostatic copies of executed counterparts) of the Transaction Agreements and
original counterparts or photostatic or certified copies of all other
instruments, agreements, certificates, records and other documents which we have
considered relevant hereto.  In making
this examination we have assumed the genuineness of all signatures except that
of the ESOP Fiduciary and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as photostatic or certified copies, and the authenticity of the originals of
such copies.


 


The Agreement provides, inter  alia, for the sale by the
ESOP Trust to the Buyer of [1,386,443.1564] [1,387,028.4701] shares of Class A
Common Stock of LDH and 47,035.6106 shares of Class C Common Stock of LDH
(collectively, the “Company Shares”) in return for the payment, at the Closing,
by the Buyer to the ESOP Trust of [$31,926,165.57] (the “Buyer’s ESOP Cash
Consideration”) and a further payment, at the Closing, by the Companies to the
ESOP Trust of [$1,738,809.82] (the “Companies’ ESOP Payment”).  The Agreement also requires that the Lazy
Days make a contribution to the ESOP, immediately prior to the Closing, in the
amount of $4,775,000.  At the Closing,
the ESOP will utilize [$9,366,482.42] of the proceeds from the sale of
[835,412.9061] shares of Class A Common Stock of LDH to repay a portion of the
outstanding loan due from the ESOP to [Lazy Days], and the balance of that loan
will not be repaid.  All capitalized
terms used but not defined herein shall have the respective meanings ascribed
to them in the Agreement.


 


110
















 


Attorneys in our firm are admitted to
practice in the Commonwealth of Pennsylvania. 
We express no opinion herein as to the laws of any jurisdiction other
than the laws of: (i) the Commonwealth of Pennsylvania; and (ii) the federal
laws of the United States of America to the extent specifically referred to
herein.


 


Whenever our opinion with respect to the
existence or absence of facts is indicated to be based on our knowledge or
awareness, we are referring solely to the actual knowledge of the particular
Steiker, Fischer, Edwards & Greenapple attorneys who have represented the
ESOP Fiduciary in connection with the transactions contemplated in the
Agreement.  Except as expressly set forth
herein, we have not undertaken any independent investigation (including,
without limitation, conducting any review, search or investigation of the
docket of any court sitting in any jurisdiction or of the files, records or
agreements of the Company) to determine the existence or absence of such
facts.  As to any facts material to this
opinion, we have also relied upon certificates, statements and representations
of the Companies and the Sellers (including, but not limited to, those
delivered pursuant to Articles III and IV of the Agreement).


 


In our examination, for all purposes of the
opinions expressed herein, we have assumed with your permission, and without
independent investigation, that:


 


(a)                                  the execution,
delivery and performance by the parties to the Agreement of any of their
respective obligations under the Agreement do not and will not conflict with,
contravene, violate or constitute a default under (i) any rule, law or
regulation to which such party is subject, or (ii) any judicial or
administrative order or decree of any governmental authority;


 


(b)                                 the representations
and warranties made by the parties pursuant to the Agreement are true, accurate
and complete in all respects; and


 


(c)                                  all parties to the
Purchase Agreement have full power and authority to execute, deliver and
perform thereunder, and the Agreement (i) has been duly authorized by all
necessary corporate or other actions on the part of such parties, (ii) has
been duly executed by such parties, (iii) has been duly delivered by such
parties, and (iv) is a legal, valid and binding obligation enforceable against
such parties.


 


Our opinions are also subject to the
following limitations and qualifications:


 


(a)                                  we express no opinion
as to the effect on the opinions herein stated of the compliance or
non-compliance of any party to the Agreement with any state, federal or other
laws or regulations applicable to it;


 


(b)                                 we express no opinion
as to the applicability or effect of any fraudulent conveyance or similar law
or principles of equitable subordination on the Agreement;


 


(c)                                  we express no opinion
as to the applicability or effect of any preference or similar law on the
Agreement or any transaction contemplated thereby;


 


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(d)                                 enforcement of the
Agreement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and by
general principles of equity (regardless of whether enforcement is sought in
equity or at law); and


 


(e)                                  we express no opinion
as to the effect of any state or federal law or equitable principle which
provides that a court may refuse to enforce, or may limit the application of, a
contract or any clause thereof which the court finds to have been
unconscionable at the time it was made or contrary to public policy as may be
first expressed by courts after the date hereof. 


 


Based upon the foregoing, and subject to the
qualifications and exceptions hereinafter set forth, we are of the opinion
that:


 


1.                                       The ESOP
Fiduciary has the power and authority to direct the Trustee to execute the
Agreement on behalf of the ESOP.


 


2.                                       The execution
and delivery by the Trustee of the Agreement, the performance by the ESOP of
its obligations thereunder and the consummation by the ESOP of the transactions
contemplated thereby have been duly and validly authorized and directed by all
necessary action on the part of the ESOP Fiduciary and, upon the proper
execution and delivery by the Trustee shall constitute a valid and binding
obligation of the ESOP enforceable against it in accordance with its terms.


 


3.                                       No
authorization, consent or approval of, notice to, or filing by the ESOP
Fiduciary with, any governmental or regulatory authority is required for the
direction of the Trustee by the ESOP Fiduciary.


 


4.                                       The ESOP
Fiduciary’s directions to the Trustee do not violate or conflict with (i) the
terms of the ESOP, (ii) any statute, regulation, or other provision of law
applicable to the ESOP, or (iii) any existing obligation of the ESOP under any
judgment or decree known to us (and we are aware of no such judgments or
decrees) to which the ESOP is subject.


 


5.                                       The transactions
contemplated in the Agreement do not require exercise of ESOP participant
pass-through rights described in Section 409(e)(3) of the Code.


 


In issuing our opinion concerning the
pass-through rights described in Section 409(e)(3) of the Code, we have
reviewed the requirements of Delaware law concerning matters on which
shareholders must be given the right to vote. 
Although we are not admitted to practice law in the State of Delaware,
we are of the opinion, based on our review, that such law would not require a
vote of shareholders with respect to the transactions contemplated in the
Agreement.


 


112
















 


We hereby confirm that there are no actions,
suits, orders, investigations or proceedings known to us that are pending or
overtly threatened in writing against the ESOP before any court, governmental
agency or arbitrator that seeks to enjoin or otherwise relates to the
Agreement.


 


This opinion letter is furnished to you by us
as counsel for the ESOP Fiduciary pursuant to Section 8.2(c) of the
Agreement, is solely for your benefit and may not be distributed to or relied
upon by any other person without our prior written consent other than [Buyer’s financing sources].


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STEIKER, FISCHER, EDWARDS & GREENAPPLE, P.C.

  



 


113
















 


EXHIBIT
4.3.4(C)


 


FORM OF
OPINION OF COUNSEL


TO THE LDRV ESOP PLAN ADMINISTRATOR


 


The closing
opinion of [GrayRobinson, P.A., counsel for the LDRV ESOP Plan Administrator,
which is called for by Section 4.3.4(c) of the Credit Agreement, shall be
dated the date of the Restatement Closing and addressed to the Lenders, shall
be satisfactory in scope and form to the Lenders and shall be to the effect
that:


 


April 29,
2004


[RV Acquisition Inc.]

c/o Bruckmann, Rosser, Sherrill & Co., Inc.

126 East 56th Street

New York, NY  10022

Attention:  Thomas J. Baldwin


 


Gentlemen:


 


This opinion is furnished to you at the
request of the Employee Stock Ownership Plan and Trust for the Employees of
Lazy Days (the “ESOP”) pursuant to Section 8.2(c) of the Stock Purchase
Agreement by and among LD Holdings, Inc., Lazy Days’ R.V. Center, Inc., the
ESOP, the Other Stockholders of LD Holdings, Inc. and [RV Acquisition Inc.] (the “Buyer”) dated
as of April 27, 2004 (the
“Agreement”).  The capitalized terms not
otherwise defined herein are used herein as defined in the Agreement.


 


We are of the opinion that:


 


1.                                       The ESOP is an
employee benefit plan that meets the requirements of a qualified plan and tax-exempt
trust under Sections 401(a) and 501(a) of the Code, respectively, and that
constitutes an “employee stock ownership plan” as defined in both
Section 407(d)(6) of ERISA and Section 4975(e)(7) of the Code.


 


2.                                       The ESOP is a
trust duly established and validly existing under the laws of the state of
Florida and has the requisite trust power to hold the ESOP Common Shares and to
execute and deliver the Agreement, to perform the ESOP’s obligations thereunder
and to consummate the transactions contemplated thereby.


 


3.                                       The Trustee has
the power and authority to execute the Agreement on behalf of the ESOP.


 


4.                                       The execution
and delivery by the ESOP of the Agreement, the performance by the ESOP of its
obligations thereunder and the consummation by the


 


114
















 


ESOP of the transactions contemplated thereby have been duly and
validly authorized by all necessary action on the part of the ESOP, and the
Agreement has been duly executed and delivered by the ESOP and constitutes a
valid and binding obligation of the ESOP enforceable against it in accordance
with its terms.


 


5.                                       No
authorization, consent or approval of, notice to, or filing by the ESOP with,
any governmental or regulatory authority is required for performance by the
ESOP of the Agreement.


 


6.                                       The execution,
delivery and performance of the Agreement by the ESOP and the consummation by
the ESOP of the transactions contemplated thereby do not violate or conflict
with (i) the terms of the ESOP, (ii) any statute, regulation, or other
provision of law applicable to the ESOP, or (iii) any existing obligation of
the ESOP under any judgment or decree known to us (and we are aware of no such
judgments or decrees) to which the ESOP is subject.


 


7.                                       Upon the ESOP’s
receipt of the ESOP Consideration and upon delivery of the ESOP Common Shares
to the Buyer in accordance with the terms of the Agreement, duly endorsed for
transfer to the Buyer, the Buyer will, upon registration of the ESOP Common
Shares in the Buyer’s name on the stock records of LD Holdings, Inc., have
acquired all rights of the ESOP in the ESOP Common Shares.


 


We hereby confirm that there are no actions,
suits, orders, investigations or proceedings known to us that are pending or
overtly threatened in writing against the ESOP before any court, governmental
agency or arbitrator that seeks to enjoin or otherwise relates to the
Agreement. This letter is furnished to you by us as counsel for the ESOP
pursuant to Section 8.2(c) of the Agreement, is solely for your benefit
and may not be distributed to or relied upon by any other person without our
prior written consent other than [Buyer’s
financing sources].


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  	
  GrayRobinson, P.A.

  



 


115